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As filed with the Securities and Exchange Commission on March 10, 2005

Registration No. 333-113524            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
A.B.N. 11 005 357 522
(Exact Name of Registrant as Specified in Its Charter)

Victoria, Australia
(State or Other Jurisdiction of
Incorporation or Organization)		       13-2623463
(IRS Employer
Identification Number)

100 Queen Street
Melbourne 3000, Victoria, Australia
(61 3) 9273-5555
(Address and Telephone Number of Registrant's Principal Executive Offices)
Scott McInnis
General Manager, Americas
Australia and New Zealand Banking Group Limited
1177 Avenue of the Americas
6th Floor
New York, New York 10036
(212) 801-9800
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Jeffrey F. Browne, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000		   Craig E. Chapman, Esq.
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this
registration statement as determined by market conditions.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                 

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                 

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

        Pursuant to Rule 429(a), the prospectus that is part of this registration statement and supplements to the prospectus also relate to $500,000,000 of debt securities registered and remaining unissued under registration statement No. 333-8572 previously filed by the Registrant.

        The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and is not soliciting an offer to by these securities in any state where the offer or sale is not permitted

SUBJECT TO COMPLETION, DATED MARCH 10, 2005

PROSPECTUS

GRAPHIC

Australia and New Zealand Banking Group Limited

(A.B.N. 11 005 357 522)

US$1,500,000,000

Senior Debt Securities and Subordinated Debt Securities

        We will provide the specific terms of these debt securities in supplements to this prospectus. You should read this prospectus and the supplements carefully before you invest. We may sell these securities to or through underwriters, and also to other purchasers or through agents. The names of the underwriters or agents will be included in a prospectus supplement attached to this prospectus.

        Investing in our debt securities involves risk. You should carefully consider any risks we may describe in an accompanying prospectus supplement, as well as the risk factors in our most recent annual report, incorporated by reference into this prospectus. See "Risk Factors" on page 2.

        Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

        The debt securities are not deposit liabilities for the purposes of the Banking Act 1959 of Australia and are not insured by the United States Federal Deposit Insurance Corporation or any other government agency of the United States or the Commonwealth of Australia.

        This prospectus may not be used to sell securities unless is it accompanied by a prospectus supplement.

The date of this prospectus is                        , 2005.


TABLE OF CONTENTS

 
   Page
Prospectus    
Risk Factors   2
About this Prospectus   2
Cautionary Statement Regarding Forward-Looking Statements   4
Australia and New Zealand Banking Group Limited   4
Use of Proceeds   4
Ratios of Earnings to Fixed Charges   5
Description of Debt Securities We May Offer   6
Foreign Currency Risks   25
Taxation   27
Plan of Distribution   40
Validity of Debt Securities   42
Experts   42
Expenses   42
Enforceability of Certain Civil Liabilities   42
Where You Can Find More Information   42
Incorporation of Certain Information by Reference   43


RISK FACTORS

        Investing in our debt securities involves risk. Before making an investment decision you should carefully consider any risk factors set forth in an accompanying prospectus supplement and the risk factors we describe on pages 9 to 12 of our annual report on Form 20-F for the fiscal year ended September 30, 2004, incorporated by reference into this prospectus, as well as other information we include or incorporate by reference in this prospectus and the additional information in the other reports we file with the SEC.


ABOUT THIS PROSPECTUS

        This document is called a prospectus and is part of a registration statement that we filed with the SEC using the "shelf" registration process. Under this shelf process, we may sell any of the debt securities described in this prospectus in one or more offerings up to a total dollar amount of US$1,500,000,000, or the equivalent in a foreign currency.

        This prospectus provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we will provide a prospectus supplement containing specific information about the terms of the debt securities being offered at that time. The prospectus supplement may also add to, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading "Where You Can Find More Information".

        The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the debt securities that may be offered under this prospectus. The registration statement can be read at the SEC offices mentioned in the section entitled "Where You Can Find More Information" or on the Internet via the SEC's EDGAR service at http://www.sec.gov.

        When acquiring any debt securities discussed in this prospectus, you should rely on the information provided in this prospectus and in any prospectus supplement, including the information incorporated by reference (see the section entitled "Incorporation of Certain Information by Reference"). Neither we, nor any underwriters or agents, have authorized anyone to provide you with different information. We are not offering the debt securities in any jurisdiction where the offer is prohibited. You should not assume that the information in this prospectus, any prospectus supplement, or any

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document incorporated by reference, is truthful or complete at any date other than the date mentioned on the cover page of those documents.

        We may sell the debt securities to underwriters who will sell the debt securities to the public on terms fixed at the time of sale. In addition, the debt securities may be sold by us directly or through dealers or agents we designate from time to time. If we, directly or through agents, solicit offers to purchase any debt securities, we reserve the right to accept and, together with our agents, to reject, partially or entirely, any of those offers.

        The prospectus supplement will contain the names of any underwriters, dealers or agents together with the terms of an offering of debt securities, the compensation of those underwriters, and the net proceeds to us. Any underwriters, dealers or agents participating in an offering of debt securities may be considered "underwriters" within the meaning of the U.S. Securities Act of 1933.

In this prospectus, unless otherwise indicated, "US$" or "US dollars" means United States dollars and "$" and "A$" means Australian dollars.

In this prospectus, references to "ANZ", "we", "us", "our", or similar references mean Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) and its subsidiaries, except in the section entitled "Description of Debt Securities We May Offer" where such references are to Australia and New Zealand Banking Group Limited, without its subsidiaries.

This prospectus does not constitute an offer of, or an invitation to purchase, the debt securities in the Commonwealth of Australia or any of its states or territories.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus may contain certain forward-looking statements, including statements regarding (i) economic and financial forecasts, (ii) anticipated implementation of certain control systems and programs, (iii) the expected outcomes of legal proceedings and (iv) strategic priorities. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause actual results to differ materially from those expressed in the forward-looking statements contained in this prospectus.

        For example, the economic and financial forecasts contained in this prospectus will be affected by movements in exchange rates and interest rates, which may vary significantly from current levels, as well as by general economic conditions in each of ANZ's major markets. Such variations may materially impact ANZ's financial condition and results of operations. The implementation of control systems and programs will be dependent on such factors as ANZ's ability to acquire or develop necessary technology and its ability to attract and retain qualified personnel. The plans, strategies and objectives of management will be subject to, among other things, government regulation, which may change at any time and over which ANZ has no control. In addition, ANZ will continue to be affected by general economic conditions in capital markets, the competitive environment in each of its markets and political and regulatory policies. There can be no assurance that actual outcomes will not differ materially from the forward-looking statements contained in this prospectus. See also "Risk Factors" above on page 2.


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

        ANZ is one of the four major banking groups headquartered in Australia. Our Australian operations began in 1835 and our New Zealand operations began in 1840. We are a public limited company incorporated in the State of Victoria, Australia, which is our main domicile, and we have our principal executive office located at 100 Queen Street, Melbourne, Victoria, 3000, Australia. Our telephone number is (61) (3) 9273 5555.

        Based on publicly available information as at September 30, 2004, we ranked third among Australian banking groups in terms of total assets (A$259 billion) and shareholders' equity (A$18 billion) and ranked third in terms of market capitalization. Based on publicly available information as at September 30, 2004, we were ranked as the fourth largest company listed on the Australian Stock Exchange Limited with a market capitalization of A$35 billion.

        We provide a broad range of banking and financial products and services to retail, small business, corporate and institutional clients. We conduct our operations primarily in Australia and New Zealand (approximately 93% of our total assets at September 30, 2004 are related to these operations). The remainder of our operations are conducted in the United Kingdom, the United States and a number of other countries, most of which are located in the Asia Pacific region. At September 30, 2004, we had 1,190 branches and other points of representation worldwide.


USE OF PROCEEDS

        We expect to use the net proceeds from the sale of the debt securities for general corporate purposes and, in the case of subordinated debt securities, to strengthen our capital base and that of our group of companies. Pending such uses, we may temporarily invest the net proceeds. The precise amounts and timing of the application of the proceeds will depend on our funding requirements and that of our group of companies and the availability of other funds. Except as may be described in any prospectus

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supplement, allocations of the proceeds of any specific offering to specific corporate purposes will not have been made at the date of the relevant prospectus supplement.


RATIOS OF EARNINGS TO FIXED CHARGES

        Below are our ratios of earnings to fixed charges for the periods indicated, computed using amounts derived from financial statements prepared in accordance with generally accepted accounting principles, or GAAP, in Australia and from amounts derived from those financial statements reconciled to U.S. GAAP. Fixed charges include:

        "Earnings" is computed by adding the following items:

and then subtracting the following items from the total above:


 
   Year Ended September 30,
 
   2004
   2003
   2002
   2001
   2000
Ratio of earnings to fixed charges in accordance with Australian GAAP                    
  —including interest on deposits   1.44   1.53   1.63   1.44   1.43
  —excluding interest on deposits   3.29   3.72   4.03   3.24   3.86
Ratio of earnings to fixed charges in accordance with U.S. GAAP                    
  —including interest on deposits   1.43   1.54   1.59   1.42   1.48
  —excluding interest on deposits   3.28   3.73   3.92   3.21   3.98

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DESCRIPTION OF DEBT SECURITIES
WE MAY OFFER

        The following is a summary of the general terms of the debt securities we may offer from time to time under this prospectus. Each time that we issue debt securities, we will file a prospectus supplement with the SEC, which will be attached to this prospectus. You should read that prospectus supplement carefully. The prospectus supplement may contain additional terms of those debt securities.

        The terms presented here, together with the terms contained in the prospectus supplement, will be a description of the material terms of the debt securities being offered to you. If there is any inconsistency between the terms presented here and those in the prospectus supplement, however, the terms in the prospectus supplement will apply and will replace those presented here.

        You should also read the particular indenture under which we will issue the debt securities. We have filed the indentures with the SEC as exhibits to the registration statement which contains this prospectus. The terms of the debt securities include those stated in the indentures and those made part of the indentures by reference to the U.S. Trust Indenture Act of 1939.

        As noted on page 2 of this prospectus, in this section, references to "we", "us", "our", or similar references mean Australia and New Zealand Banking Group Limited, without its subsidiaries.

General

        This section summarizes terms of the debt securities that are common to all series. Most of the financial terms and other specific terms of a particular series are described in the prospectus supplement attached to the front of this prospectus. Those terms may vary from the terms described here. The prospectus supplement may also describe special United States federal income tax consequences and any special Australian tax considerations of purchasing or dealing with the debt securities.

        Senior debt securities are to be issued under the senior indenture, dated as of February 28, 1996, as it may be amended or supplemented from time to time, from us to JP Morgan Trust Company, National Association (as successor trustee to Bank One N.A., formerly known as The First National Bank of Chicago), as senior trustee. Subordinated debt securities are to be issued under the subordinated indenture, dated as of January 15, 1994, as it may be amended or supplemented from time to time, from us to Deutsche Bank Trust Company Americas (as successor trustee to The Bank of New York), as subordinated trustee.

        As required by Federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an "indenture". The indenture is a contract between us and an institution that acts as trustee. The trustee has two main roles. First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described under "—Default and Related Matters—Events of Default—Remedies if an Event of Default Occurs Under the Senior Indenture" and "—Remedies if an Event of Default Occurs Under the Subordinated Indenture", in this prospectus. Second, the trustee performs administrative duties for us, such as sending you interest payments, transferring your debt securities to a new buyer if you sell and sending you notices.

        The relevant indentures and their associated documents contain the full legal text of the matters described in this section. The indentures and the debt securities are governed by New York law. However, the authorization and execution of the indentures and the debt securities, the occurrence of an Event of Default with respect to the certain events relating to our winding up, bankruptcy, insolvency or reorganization contained in the senior indenture and with respect to our winding-up contained in the subordinated indenture and the subordination provisions contained in Article Thirteen of the subordinated indenture will be governed by, and construed in accordance with, the laws of the State of Victoria, the Commonwealth of Australia. A copy of each indenture has been filed with the SEC as exhibits to our registration statement that contains this prospectus. See the section entitled "Where You Can Find More Information" in this prospectus for information on how to obtain a copy.

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        Because this section is a summary, it does not describe every aspect of the debt securities. This summary is subject to and qualified in its entirety by reference to all the provisions of the relevant indenture, including definitions of certain terms used in the indenture. For example, in this section we use capitalized words to signify defined terms that have been given special meaning in the particular indenture. We describe the meaning for only the more important terms. We also include references in parentheses to certain sections of the indentures. Whenever we refer to particular sections or defined terms of a particular indenture in this prospectus or in a prospectus supplement, such sections or defined terms are incorporated by reference here or in the prospectus supplement, as the case may be. This summary also is subject to and qualified by reference to the description of the particular terms of any particular series described in the applicable prospectus supplement.

        The senior debt securities will constitute our unsecured obligations and the subordinated debt securities will constitute our unsecured subordinated obligations. See the subsections entitled "—Ranking—Status of Senior Debt Securities" and "—Ranking—Subordination of Subordinated Debt Securities" in this prospectus for further information. In addition, to the extent that the holders of the debt securities are entitled to any recovery with respect to the debt securities in any winding up relating to us, such holders might not be entitled in such proceedings to a recovery in US dollars and might be entitled only to a recovery in Australian dollars.

        We may issue as many distinct series of debt securities under each indenture as we wish. Unless otherwise specified in an applicable prospectus supplement, we may, without the consent of the holders of a particular series of debt securities, create and issue further debt securities having the same terms and conditions as the debt securities of that series so that the further issue is consolidated and forms a single series with that series of outstanding debt securities.

        The applicable prospectus supplement will describe one or more of the following terms of your debt securities:

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Legal Ownership

        Our obligations, as well as the obligations of the trustees and those of any third parties employed by us or the trustees, run only to persons who are registered as holders of debt securities. As noted below, we do not have obligations to you if you hold debt securities through indirect means, either because you choose to hold your debt securities in "Street Name" or because the debt securities are issued in the form of global securities. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you but does not do so.

        Investors who hold non-global debt securities (i.e., debt securities that are not registered in the name of a depositary or its nominee as described below under "—Global

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Securities") in accounts at banks or brokers will generally not be recognized by us as legal holders of those debt securities. This is called holding in "Street Name." Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its debt securities. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments, on the debt securities, either because they agree to do so in their customer agreements or because they are legally required to. Similarly, investors who own debt securities issued in global form (i.e., debt securities that are registered in the name of a depositary or its nominee as described below) will not be recognized by us as legal holders of those debt securities. Rather, we would recognize only the depositary or its nominee for those debt securities as the legal holder. If you hold debt securities issued in global form or if you hold non-global debt securities in "Street Name," you should check with the financial own institution through which you own your debt securities to find out:

        What is a global security?    A global security is a special type of indirectly held security. If we choose to issue debt securities in the form of global securities, the ultimate beneficial owners can only be indirect holders. We do this by requiring that the global security be registered in the name of a financial institution we select and by requiring that the debt securities included in the global security not be transferred to the name of any other direct holder unless the special circumstances described below occur. The financial institution that acts as the sole direct holder of the global security is called the "depositary". Any person wishing to own a security must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with the depositary. The prospectus supplement indicates whether your series of debt securities will be issued only in the form of global securities.

        Special investor considerations for global securities.    As an indirect holder, an investor's rights relating to a global security will be governed by the account rules of the investor's financial institution and of the depositary, as well as general laws relating to securities transfers. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of their securities. These laws may impair the ability to transfer beneficial interests in a global security. We do not recognize this type of investor as a holder of our debt securities and instead deal only with the depositary that holds the global security.

        An investor should be aware of the following consequences of debt securities being issued only in the form of global securities.

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        Special situations when global security will be terminated.    In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates representing debt securities. After that exchange, the choice of whether to hold the debt securities directly or in "Street Name" will be up to the investor. Investors must consult their own bank or brokers to find out how to have their interests in the debt securities transferred to their own name, so that they will be direct holders. The rights of "Street Name" investors and direct holders in the debt securities have been previously described in the subsections entitled "—Direct Holders" and "—Indirect, Including "Street Name", Holders" in this prospectus.

        The special situations for termination of a global security are:

        A prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of debt securities covered by that prospectus supplement. When a global security terminates, the depositary is solely responsible for deciding the names of the institutions that will be the initial direct holders. (Sections 204 and 305)

        Information Relating to DTC.    Unless otherwise specified in an applicable prospectus supplement, The Depository Trust Company, or DTC, will act as depositary for debt securities issued in global form. Global securities will be issued as fully registered securities registered in the name of Cede & Co., DTC's partnership nominee. DTC has advised us as follows:

        DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the U.S. Securities Exchange Act of 1934. DTC was created to hold securities for DTC participants and to facilitate the clearance and settlement of transactions among its participants in those securities through electronic book-entry changes in accounts of DTC participants, thereby eliminating the need for physical movement of certificates.

        DTC participants include certain securities brokers and dealers, banks, trust companies and clearing corporations and may in the future include certain other organizations ("DTC participants"). Indirect access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly ("indirect DTC participant").

        Transfers of ownership or other interests in global securities in DTC may be made only through DTC participants. Indirect DTC

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participants are required to effect transfers through a DTC participant. DTC has no knowledge of the actual beneficial owners of the global securities. DTC's records reflect only the identity of the DTC participants to whose accounts the global securities are credited, which may not be the beneficial owners. DTC participants will remain responsible for keeping account of their holdings on behalf of their customers and for forwarding all notices concerning the global securities to their customers.

        So long as DTC, or its nominee, is a registered owner of global securities, payments of principal and interest payments on the global securities will be made in immediately available funds in accordance with their respective holdings shown on DTC's records, unless DTC has reason to believe that it will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of the DTC participants and not our responsibility or that of DTC or the applicable trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is our or the applicable trustee's responsibility. Disbursement of payments to DTC participants will be DTC's responsibility, and disbursement of payments to the beneficial owners will be the responsibility of DTC participants and indirect DTC participants.

        Because DTC can only act on behalf of DTC participants, who in turn act on behalf of indirect DTC participants, and because owners of beneficial interests in the debt securities holding through DTC will hold interests in the debt securities through DTC participants or indirect DTC participants, the ability of the owners of beneficial interests to pledge the debt securities to persons or entities that do not participate in DTC, or otherwise take actions with respect to the debt securities, may be limited.

        Ownership of interests in the debt securities held by DTC will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC, the DTC participants and the indirect DTC participants. The laws of some jurisdictions require that certain persons take physical delivery in definitive form of securities, which they own. Consequently, the ability to transfer beneficial interests in the debt securities held by DTC is limited to that extent.

In the remainder of this description "you" means direct holders and not holders of beneficial interests in global securities or other indirect holders of debt securities. Indirect holders should read the subsection entitled "—Legal Ownership" in this prospectus.

Overview of Remainder of this Description

        The remainder of this description summarizes:

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Additional Mechanics

        The debt securities of each series will be issued:

        You may exchange debt securities for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. (Section 305) This is called an "exchange".

        You may exchange or transfer your debt securities at the office of the applicable trustee. We have appointed the trustees to act as our agent for registering debt securities in the names of holders and transferring debt securities. We may change this appointment to another entity or perform these functions ourselves. The entity performing the role of maintaining the list of registered holders is called the "security registrar." It will also perform transfers. (Section 305)

        You will not be required to pay a service charge to transfer or exchange your debt securities, but you may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange will be made only if our transfer agent is satisfied with your proof of legal ownership.

        If we have designated additional transfer agents for your debt securities, they will be named in your prospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts. (Section 1002)

        If any debt securities are redeemable and we redeem less than all of a particular series of those debt securities, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders so as to prepare the mailing. We may also refuse to register transfers of or exchange any debt securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed. (Section 305)

Payment and Paying Agents

        Unless otherwise indicated in the applicable prospectus supplement, we will pay interest to you if you are a direct holder listed in the relevant trustee's records at the close of business on a particular day in advance of each due date for interest, even if you no longer own the debt securities on the interest due date. That particular day, usually about two weeks in advance of the interest due date, is called the "regular record date" and is stated in the applicable prospectus supplement. (Section 307) Holders buying and selling debt securities must work out between them how to compensate for the fact that we will pay all the interest for an interest period to the one who is the registered holder on the regular record date.

        Unless otherwise indicated in the applicable prospectus supplement, we will pay the principal of, and any premium and interest on, the debt securities of a particular series at the office of the paying agent or paying agents that we designate for such purpose from time to time. We may also choose to pay interest by mailing checks.

        Unless otherwise indicated in the applicable prospectus supplement:

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"Street Name" and other indirect holders should consult their banks or brokers for information about how they will receive payments.

        We may also arrange for additional payment offices, and may cancel or change these offices, including our use of the trustees' corporate trust office. These offices are called "paying agents". We may also choose to act as our own paying agent. We must notify you of changes in the paying agents for any particular series of debt securities. (Section 1002)

Notices

        We and the trustees will send notices regarding the debt securities only to direct holders, using their addresses as listed in the relevant trustees' records. (Sections 101 and 106)

        Regardless of who acts as paying agent, all money paid by us to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the relevant trustee, any other paying agent or anyone else. (Section 1003)

Payment of Additional Amounts

        Unless the prospectus supplement provides otherwise, we will pay all amounts that we are required to pay on the debt securities without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or other governmental charges imposed or levied by or on behalf of Australia or any political subdivision or taxing authority of Australia. This obligation will not apply, however, if those taxes, duties, assessments or other governmental charges are required by Australia or any such subdivision or taxing authority to be withheld or deducted. If that occurs, we will pay additional amounts of the principal of, and any premium and interest on, the affected debt securities, called "additional amounts", that are necessary so that the net amounts paid to the holders of those debt securities, after deduction or withholding, will equal the amounts of principal and any premium and interest that we would have had to pay on those debt securities if the deduction or withholding had not been required. (Section 1007)

        Our obligation to pay any additional amounts will not apply, however, to:

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        Additional amounts will also not be paid on any payment of, or in respect of, the principal of, or any premium or interest on, any debt security to any holder who is a fiduciary or partnership or other than the sole beneficial owner of the relevant payment to the extent the payment would, under the laws of Australia or any political subdivision or taxing authority of or in Australia, be treated as being derived from or received for tax purposes by a beneficiary or settlor, that fiduciary or a member of that partnership or a beneficial owner who would not have been entitled to those additional amounts had it been the actual holder of the debt security.

        We will not be liable to pay additional amounts to any holder for any deduction or withholding on account of any duties or taxes where those duties or taxes are imposed or levied by or on behalf of the Commonwealth of Australia by virtue of the holder being an "offshore associate" (as defined below) of ours (other than an offshore associate to whom the payment is made in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Australian Corporations Act 2001), or as a result of the holder being a party to or participant in a scheme to avoid those duties or taxes.

        The term "offshore associate" for the above purposes means an "associate" (as defined in s128F(9) of the Australian Income Tax Assessment Act 1936) of ours that is either a non-resident of the Commonwealth of Australia who does not acquire or receive payment in respect of the debt securities in carrying on a business at or through a permanent establishment in Australia or, alternatively, a resident of Australia that acquires, or receives payment in respect of, the debt securities in carrying on business at or through a permanent establishment outside of Australia. The meaning of "associate" is widely defined and generally includes each of the following:

        Whenever we refer in this prospectus or any prospectus supplement to the payment of, or in respect of, the principal of, or any premium or interest on, any debt security or the net proceeds received on the sale or exchange of any debt security, we mean to include the payment of additional amounts provided for in the applicable indenture to the extent that, in that context, additional amounts are, were or would be payable. (Section 1007)

        Any additional amounts due in respect of subordinated debt securities will be subordinated in right of payment as described under "—Ranking—Subordination of Subordinated Debt Securities" below.

Ranking

        The debt securities are not secured by any of our property or assets. Accordingly, your ownership of debt securities means you are one of our unsecured creditors. The senior debt

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securities are not subordinated to any of our other debt obligations and therefore they rank equally with all our other unsecured and unsubordinated indebtedness. For further information, see the subsection entitled "—Status of Senior Debt Securities" in this prospectus. The subordinated debt securities are subordinated to some of our existing and future debt and other liabilities. See the subsection entitled "—Subordination of Subordinated Debt Securities", in this prospectus, for additional information on how subordination limits your ability to receive payment or pursue other rights if we default or have certain other financial difficulties.

        Section 13A(3) of the Banking Act 1959 of Australia, as amended, provides that, in the event we are unable to meet our obligations or suspend payment, our assets in Australia shall be available to meet deposit liabilities in Australia in priority to all of our other liabilities, which would include the senior debt securities and the subordinated debt securities.

        Because we are a holding company as well as an operating company, our rights, the rights of our creditors and the rights of the holders of the debt securities to share in the distribution of the assets of any of our subsidiaries upon the liquidation of that subsidiary will be subject to the prior claims of the subsidiary's creditors, except to the extent that we may ourself be a creditor with recognized claims against the subsidiary. At September 30, 2004, entitlements against our subsidiaries to which the debt securities are structurally subordinated amounted to approximately A$67,471 million in aggregate principal amount.

        Neither of the indentures limit the amount of additional indebtedness that we may incur.

        The senior debt securities will constitute our direct, unconditional and unsecured obligations and, except for those debts required to be preferred by law (including those in respect of our deposit liabilities in Australia), will rank equally among themselves and equally with all of our other unsecured and unsubordinated obligations. The senior debt securities will rank senior to our subordinated obligations, including the subordinated debt securities.

        Our subordinated debt securities are subordinated securities and, as a result, the payment of principal, any premium and interest (including additional amounts) on the subordinated debt securities is subordinated in right of payment to the prior payment in full of all the claims of our Other Creditors (including all of our depositors) in the manner set forth in the subordinated indenture. As a result, in the event of our winding-up, our Other Creditors (which term includes all of our depositors) will be entitled to receive payment in full with respect to their claims prior to holders of subordinated debt securities being entitled to receive any amounts on the subordinated debt securities.

        If, in connection with our winding-up, the subordinated trustee or any holder of subordinated debt securities receives any payment or distribution of our assets before all claims of our Other Creditors have been fully paid, and the subordinated trustee or that holder becomes aware of that fact, then it must pay or deliver that payment or distribution immediately to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of our assets. This requirement applies whether the payment or distribution is in cash, property or securities, including any payment or distribution which may be payable or deliverable by reason of the payment of any other of our indebtedness that is subordinated to the payment of the subordinated debt securities. Once those payments or distributions have been so paid or delivered by the subordinated trustee or any holder of subordinated debt securities, they will be applied to the payment of all unpaid claims of our Other Creditors until all of their claims have been fully paid, after giving effect to any concurrent payment or distribution to our Other Creditors.

        "Other Creditors" means all of our creditors (including all of our depositors) other than:

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        These subordination provisions mean that, in the event of our winding-up, Other Creditors may ultimately receive out of our assets more than holders of our subordinated debt securities. In addition, as a result of the subordination provisions, if proceedings with respect to our winding-up in Australia occur and the amount payable with respect to the subordinated debt securities and any claims ranking equally with the subordinated debt securities cannot be paid in full, the subordinated debt securities and other claims ranking equally with the subordinated debt securities will share relatively in any distribution of our assets resulting from the winding-up in proportion to the respective amounts to which they are entitled. To the extent that holders of our subordinated debt securities are entitled to any recovery with respect to the subordinated debt securities in any winding-up of us, those holders might not be able to recover in US dollars and might be entitled to recover only in Australian dollars.

        At September 30, 2004, we were subject to outstanding entitlements of Other Creditors with an aggregate principal amount of approximately A$165,474 million. Also at that date, the entitlements of our Other Creditors plus entitlements against our subsidiaries to which the subordinated debt securities would be structurally subordinated amounted to approximately A$232,945 million.

        We expect that, from time to time, we will incur additional indebtedness and other obligations that will constitute claims of our Other Creditors. The subordinated indenture does not limit the amount of our liabilities that can rank ahead of the subordinated debt securities that we may incur or assume in the future.

Senior Debt Securities—Limitation on Liens

        Some of our property may be subject to a mortgage or other legal mechanism that gives our lenders preferential rights in that property over other lenders (including holders of the debt securities) or over our general creditors if we fail to pay them back. These preferential rights are called "liens".

        So long as any senior debt securities of any series remain outstanding, we will not create or permit to be outstanding any mortgage, charge, pledge or other security interest upon the whole or any part of our property or assets, present or future, to secure (i) the repayment of any external indebtedness (as defined below), (ii) any payment under any guarantee of any external indebtedness, or (iii) any repayment under any indemnity or any other like obligation relating to any external indebtedness, without in any such case at the same time according to all senior debt securities of all series (whether or not then outstanding or issued thereafter) the same security as is granted to or is outstanding in respect of such external indebtedness or such guarantee, indemnity or other like obligation, or such other security as shall be approved by the

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holders of two-thirds in aggregate principal amount of the outstanding senior debt securities of each series. (Section 1008 of the senior indenture)

        For the purposes of this subsection, "external indebtedness" means any obligations for the repayment of money borrowed by us or any other person (but excluding indebtedness incurred in the ordinary course of our or such person's banking business) consisting of or evidenced by bonds, notes, debentures or other securities which are capable of being listed, quoted, ordinarily dealt in or traded on any recognized securities market and which, by its terms, is payable, or may be required to be paid, in or by reference to:

        Notwithstanding the above definition, external indebtedness does not include indebtedness incurred in the ordinary course of carrying on the business of coordinating and arranging or participating in the lease of assets that are secured by the assets to be purchased and the funds accruing to the owner of the assets under the lease (sometimes called "purchase money mortgages") or in connection with the provision of or the participation in other similar financial accommodation by us.

        We and our subsidiaries are permitted to have as much unsecured debt as we may choose.

        Any other covenants restricting our ability to make payments, incur indebtedness, dispose of assets, pledge our assets to secure borrowings, issue and sell capital stock, enter into transactions with affiliates, create or incur liens on our property or engage in businesses other than our present businesses will be described in the relevant prospectus supplement.

Redemption of Debt Securities

        Unless otherwise provided in the applicable prospectus supplement, if the debt securities of a series provide for redemption at our election, such redemption shall be on not less than 30 nor more than 90 days' notice and, in the event of redemption in part, the debt securities to be redeemed will be selected by the applicable trustee by such method as it shall deem fair and appropriate. Notice of such redemption will be mailed to holders of debt securities of such series to their addresses as they appear on the register of the debt securities of such series. (Sections 1103 and 1104)

        If:

which change, amendment, application or interpretation becomes effective on or after the date we originally issued the debt securities of a series and causes us to become obligated to pay any additional amounts on the debt securities of that series, as described under "—Payment of Additional Amounts" in this prospectus, and the obligation to pay additional amounts cannot be avoided by the use of reasonable measures available to us, then we can, at our option, redeem all, but not less than all, of the debt securities on which additional amounts would become payable. (Section 1108)

        Before we can redeem the affected debt securities, we must:

        The redemption price for redeeming the applicable series of debt securities will be equal to 100% of the principal amount of those debt

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securities plus accrued but unpaid interest to the date of redemption.

        If a debt security is an Original Discount Security (as defined under the heading "Taxation-United States Taxation-Original Issue Discount", below) the amount payable will be determined in accordance with the terms of that debt security, which will be described in the applicable prospectus supplement.

        Under existing requirements of the Australian Prudential Regulation Authority ("APRA"), no redemption, purchase or repurchase of any of the subordinated debt securities may be made prior to their stated maturity by us without the prior consent of APRA.

Special Situations

        We are generally permitted to consolidate with, or merge or amalgamate into, another entity, including by way of a scheme of arrangement, if that entity is a corporation organized and existing under the laws of Australia or any political subdivision of Australia and is entitled to carry on our business. We are also permitted to transfer or lease substantially all of our assets to another entity meeting these same conditions. However, we may not take any of these actions unless all the following conditions are met:

        It is possible that the merger, sale or lease of our assets or other transaction would cause some of our property to become subject to a mortgage or other legal mechanism giving lenders preferential rights in that property over other lenders or over our general creditors if we fail to pay them back. We have promised in the senior indenture to limit these preferential rights on our property, called "liens", in connection with certain of our "external indebtedness", as discussed above in the subsection entitled "Senior Debt Securities—Limitation on Liens" in this prospectus. If a merger or other transaction would create any liens on our property in connection with such "external indebtedness", we must comply with that restrictive covenant in the senior indenture. We would do this either by deciding that the liens were permitted, or by following the requirements of the restrictive covenant in the senior indenture to grant an equivalent ranking lien on the same property to you and the other direct holders of the senior debt securities.

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        There are three types of changes we can make to the indentures and the debt securities:

        Changes Requiring Your Approval.    First, there are changes that cannot be made without the approval of each holder of a debt security affected by the change. Here is a list of those types of changes:


        In addition, material variations in the terms and conditions of subordinated debt securities of any series, including modifications relating to the subordination of the subordinated debt securities, redemption, events of default or default, will require the consent of APRA.

        Changes Requiring Majority or Supermajority Approval.    The second type of change to the indentures and the debt securities is the kind that requires a vote or consent in favor by holders of debt securities owning a majority, in the case of the subordinated indenture, or 66?%, in the case of the senior indenture, of the principal amount of the particular series affected. (Section 902) Most changes fall into this category, except for clarifying changes and certain other changes that would not adversely affect holders of the debt securities. However, under each indenture, the consent of holders of a majority of the principal amount of the relevant series would allow us to obtain a waiver of a past default and, in the case of the senior indenture, a waiver of all or part of the restrictive covenants that apply to the senior debt securities. These were described previously in this prospectus in the section entitled "Senior Debt Securities—Limitation on Liens". However, we cannot obtain a waiver of a payment default or any other aspect of the indentures or the debt securities listed in the first category described previously in this prospectus in the section entitled "Changes Requiring Your Approval" unless we obtain your individual consent to the waiver. (Section 513)

        Changes Not Requiring Approval.    The third type of change does not require any vote by holders of debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the debt securities. (Section 901)

        Further Details Concerning Voting.    When taking a vote, we will use the following rules to decide how much principal amount to attribute to a debt security:

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        Debt securities will not be considered outstanding, and therefore not eligible to vote, if they are owned by us or an affiliate of ours or if we have deposited or set aside in trust for you money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described in the subsection entitled "Senior Indenture Defeasance and Covenant Defeasance—Full Defeasance of Debt Securities" in this prospectus. (Section 101)

        We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities that are entitled to vote or take other action under the indentures. In certain limited circumstances, the trustees will be entitled to set a record date for action by holders. If we or a trustee sets a record date for a vote or other action to be taken by holders of a particular series, that vote or action may be taken only by persons who are holders of outstanding debt securities of that series on the record date and must be taken within 180 days following the record date or a shorter period that we may specify (or as the trustee may specify, if it set the record date). We may shorten or lengthen (but not beyond 180 days) this period from time to time. (Section 104)

"Street Name" and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Default and Related Matters

        You will have special rights if an Event of Default occurs and is not cured, as described later in this subsection.

        Senior Debt Securities.    With respect to senior debt securities of any series, when we refer to an Event of Default, we mean any of the following:

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        An Event of Default contemplated by the final preceding bullet point above under the terms of the senior debt securities of a particular series would not necessarily constitute an Event of Default under the terms of the senior debt securities of any other series issued under the senior indenture.

        Remedies if an Event of Default Occurs Under the Senior Indenture.    If an Event of Default, other than an Event of Default relating to our winding-up, bankruptcy, insolvency or reorganization, with respect to the senior debt securities of any series has occurred and has not been cured or waived, either the senior trustee or the holders of not less than 25% in principal amount of the senior debt securities of that series then outstanding may declare the entire principal amount of all the senior debt securities of that series to be due and immediately payable. If an Event of Default relating to our winding-up, bankruptcy, insolvency or reorganization in Australia or under Australian law occurs, the entire principal amount of all the senior debt securities of that series will be automatically accelerated, without any action by the senior trustee or any holder.

        Each of the situations described above is called an acceleration of maturity. If the maturity of any series of senior debt securities is accelerated and a judgment or decree for payment has not yet been obtained, the holders of a majority in principal amount of the senior debt securities of that series may cancel the acceleration for all of the senior debt securities of that series if we satisfy certain conditions. (Section 502 of the senior indenture)

        The senior trustee is not required to take any action under the senior indenture at the request or direction of any holders unless the holders offer the senior trustee reasonable protection from costs, expenses and liability. This is called an indemnity. (Section 603 of the senior indenture) If the senior trustee is provided with an indemnity reasonably satisfactory to it, the holders of a majority in principal amount of all senior debt securities of any series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the senior trustee. (Sections 512, 601 and 603 of the senior indenture)

        Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the senior debt securities, each of the following must occur:

        You are, however, entitled at any time to bring a lawsuit for the payment of money due on

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your senior debt securities on or after their due date. (Section 508 of the senior indenture)

        Subordinated Debt Securities.    With respect to the subordinated debt securities of any series, when we refer to an Event of Default, we mean either:

        An Event of Default contemplated by the second of the two preceding bullet points above under the terms of the subordinated debt securities of a particular series would not necessarily constitute an Event of Default under the terms of the subordinated debt securities of any other series issued under the subordinated indenture.

        In addition, the following are "Defaults" under the subordinated indenture with respect to the subordinated debt securities of any series:

        Remedies if an Event of Default or a Default Occurs under the Subordinated Indenture. If an Event of Default with respect to the subordinated debt securities of any series contemplated by the first bullet point of the definition of that term occurs because of events relating to our winding-up under Australian law, the entire principal amount of, and all accrued and unpaid interest on, the subordinated debt securities of that series will automatically become due and payable, without any action by the senior trustee or any holder, subject to the subordination provisions in respect of the subordinated debt securities as described under "—Ranking—Subordination of Debt Securities" above. (Section 1301 of the subordinated indenture)

        If an Event of Default with respect to the subordinated debt securities of any series contemplated by the second bullet point of the definition of that term occurs under the terms of the subordinated debt securities of any series at the time outstanding and remains uncured or waived, either the subordinated trustee or the holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of that series, by notice as provided in the subordinated indenture, may declare the principal amount of all the subordinated debt securities of that series (or, in the case of any subordinated debt security that is an Original Issue Discount security, or the principal amount of which is not then determinable, the portion of the principal amount of that subordinated debt security, or such other amount in place of such principal amount, as is specified in the terms of that subordinated debt security) to be due and payable immediately. After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of that series may, cancel the acceleration for all the subordinated debt securities of that series if we satisfy certain conditions. (Section 502 of the subordinated indenture)

        If a Default with respect to the subordinated debt securities of any series occurs and remains uncured or waived, the subordinated trustee may pursue actions for specific performance, sue for the collection or recovery of any amounts due on the debt securities of that series or take legal action in the State of Victoria, the Commonwealth of Australia (but not elsewhere) for our winding-up. However, the subordinated trustee may not

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declare the principal amount of the subordinated debt securities of that series due and payable and, we will not, by virtue of the legal proceedings (other than for our winding up) be obliged to pay any principal of, or premium or interest on, the subordinated debt securities sooner than they would have been payable. Holders of subordinated debt securities will be deemed to have waived any right of set-off or counterclaim that they might otherwise have against us in any such winding-up. (Section 503 of the subordinated indenture)

        The subordinated trustee will be under no obligation to exercise any of its rights or powers under the subordinated indenture at the request or direction of any of the holders, unless such holders shall have offered to the subordinated trustee reasonable indemnity. Subject to such provisions for the indemnification of the subordinated trustee, the holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the subordinated trustee or exercising any trust or power conferred on the subordinated trustee with respect to the subordinated debt securities of that series. (Sections 512, 601 and 603 of the subordinated indenture)

        Before you will have any right to bypass the trustee and bring your own lawsuit or other formal legal action to enforce your rights and protect your interests under the subordinated indenture, each of the following must occur:

        You are, however, entitled at any time to bring a lawsuit for the payment of money due on your subordinated debt securities on or after their due date. (Section 508 of the subordinated indenture)

        Waiver of Default.    The holders of not less than a majority in principal amount of the debt securities of any series may waive any past default for debt securities of that series. If this happens, the default will be treated as if it has not occurred. (Section 513)

        We Will Give the Trustee Information about Defaults Annually.    We will furnish to the trustee every year a written statement of two of our officers certifying that to their knowledge we are in compliance with the indenture and debt securities or else specifying any default. (Section 1004)

"Street Name" and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of acceleration.

Senior Indenture Defeasance and Covenant Defeasance

        The following discussion of full defeasance and covenant defeasance will be applicable to

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your series of senior debt securities only if we choose to have them apply to that series. If we do so choose, we will state that in the applicable prospectus supplement. (Section 1301)

        If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from any payment or other obligations on the debt securities (called "full defeasance"). In addition, under current federal tax law, we can make a type of deposit and be released from some of the restrictive covenants in the senior debt securities. This is called "covenant defeasance". In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and securities set aside in trust to repay the senior debt securities. In order to achieve full defeasance or covenant defeasance, the following conditions must be satisfied:

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        If we accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment on the senior debt securities. You could not look to us for repayment in the event of any shortfall.

        If we accomplish covenant defeasance, the following provisions of the senior indenture and the senior debt securities would no longer apply:

        However, you can still look to us for repayment of the senior debt securities if there were a shortfall in the trust deposit.

Governing Law

        The indentures and all of the debt securities will be governed by, and construed in accordance with, the laws of the State of New York. However, the authorization and execution of the indentures and debt securities, the occurrence of an Event of Default with respect to the certain events relating to our winding-up, bankruptcy, insolvency or reorganization contained in the senior indenture and with respect to our winding-up contained in the subordinated indenture and the subordination provisions contained in Article Thirteen of the subordinated indenture will be governed by, and construed in accordance with, the laws of the State of Victoria, the Commonwealth of Australia. (Section 112)

Consent to Service of Process

        Under the indentures, we have irrevocably designated our General Manager, Americas as our authorized agent for service of process in any lawsuit or proceeding against us related to our obligations under the indentures or the debt securities that is instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York. We have also irrevocably submitted to the non-exclusive jurisdiction of those courts in the event of any such legal action or proceeding. (Section 113)

Concerning the Trustees

        JP Morgan Trust Company, National Association has been appointed senior trustee under the senior indenture, and Deutsche Bank Trust Company Americas has been appointed subordinated trustee under the subordinated indenture. We maintain banking relationships in the ordinary course of business with both of the trustees. In the event that either trustee is deemed to have a conflicting interest under the indenture under which it is the trustee for purposes of the Trust Indenture Act of 1939, it will either be required to terminate such conflict of interest or resign as trustee under the applicable indenture (in which case a successor trustee would be appointed pursuant to the terms of the applicable indenture).

        The indentures provide that we will indemnify the trustees against any loss, liability or expense incurred without negligence, bad faith or willful misconduct of the trustees in connection with the acceptance or administration of the trust created by the indentures. (Section 607)


FOREIGN CURRENCY RISKS

        Debt securities of a series may be denominated in, or have payments payable in, foreign currencies or currency units. This will be described in the related prospectus supplement.

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U.S. Residents
        This prospectus does not describe all risks of an investment in debt securities that result from those debt securities being denominated in, or having payments payable in, a currency or currency unit other than US dollars. We call those debt securities "foreign currency debt securities".

        You should consult your own financial and legal advisors to obtain advice regarding the risks that you may face if you invest in debt securities that are denominated in, or have payments payable in, a currency or currency unit other than US dollars. You should also obtain advice as to any matters that may affect the purchase or holding of such a debt security or the receipt of payments of principal of, and any premium and interest on, a debt security in a foreign currency. Debt securities denominated in, or having payments payable in, a currency or currency unit other than US dollars are not an appropriate investment for investors who are unsophisticated with respect to foreign currency transactions.

Non-U.S. Residents
        The information contained in this section is directed to residents of the United States. We disclaim any responsibility to advise you if you are a resident of a country other than the United States regarding any risk or other matters that may affect the purchase or holding of a debt security denominated in, or having payments payable in, a currency or currency unit other than the currency or currency unit of your home country. You should consult your own financial and legal advisors for advice regarding those matters.

        Unless otherwise indicated in the related prospectus supplement, a foreign currency debt security will not be sold in or to a resident of the country of the currency or currency unit in which that debt security is denominated.

Exchange Rates and Exchange Controls

        An investment in a foreign currency debt security entails significant risks that do not apply to a similar investment in a debt security denominated, or in respect of which payments of the principal of, and any premium or interest on, are payable, in US dollars. These risks include the possibility of:

        These risks depend upon factors beyond our control, such as economic and political events and the supply of and demand for the currency or currency unit in which payments on that debt security will be made.

        In recent years, rates of exchange between the US dollar and some foreign currencies have been very volatile. This volatility may be expected to continue in the future. Past fluctuations in any particular exchange rate, however, would not necessarily indicate whether fluctuations will occur in the exchange rate during the term of the foreign currency debt security.

        Depreciation of the foreign currency or currency unit in which a particular debt security is denominated against the US dollar would result in:


        Governments have imposed from time to time exchange controls and may in the future impose or revise exchange controls at or prior to the maturity of the foreign currency debt security. The imposition of exchange controls could affect the exchange rates and/or the availability of a foreign currency at the time for payment of the principal of, or any premium or interest on, that debt security. Even if no such

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exchange controls are imposed, it is possible that the currency would not be available for the payment of the principal of, and any premium and interest on, that debt security at its maturity due to circumstances beyond our control.

Judgments

        In the event that a law suit based on foreign currency debt securities were commenced in a U.S. court, we believe it is likely that court would grant any judgment relating to those foreign currency debt securities only in US dollars. It is not clear, however, whether, in granting judgment, the rate of conversion into US dollars would be determined with reference to the date of default, the date the judgment is rendered or some other date.

        Holders of foreign currency debt securities would be responsible for the risk of changes in the exchange rate between foreign currency and US dollars between the time the judgment is calculated and the time the relevant trustee under the relevant indenture converts the foreign currency into US dollars for payment of the judgment. A state court in New York rendering a judgment on a foreign currency debt security is required by law to render its judgment in the foreign currency in which the debt security is denominated. The judgment would then be converted into US dollars at the exchange rate prevailing on the date of entry of the judgment.


TAXATION

        The following statements with respect to taxation are only general summaries and are based on our advice. Prospective purchasers of debt securities should consult their own tax advisors concerning the consequences, in their particular circumstances, under United States and Australian federal and state tax laws, and the laws of any other taxing jurisdiction, of the ownership of debt securities.

Australian Taxation

        In the opinion of Allens Arthur Robinson, our Australian taxation legal counsel, the following statements represent a general summary of the Australian taxation position. References in this opinion to "the Act" means a reference to the Australian Income Tax Assessment Act of 1936.

        Interest (or an amount in the nature of interest or which could reasonably be regarded as having been converted into a form that is in substitution for interest that is payable on the debt securities) is exempt from Australian withholding tax under section 128F of the Act if debt securities are issued and interest is paid on the debt securities by an Australian resident company and if a "public offer" test is satisfied. The public offer test is satisfied if the debt securities are issued as a result of being offered for issue:

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        In relation to the issue of a global security, the "public offer" test will be satisfied if the global security falls within the definition of "global bond" set out in section 128F(10) of the Act. Generally, this will be the case if the following requirements are satisfied:

        The public offer test is not satisfied if at the time of the issue we know, or had reasonable grounds to suspect, that the debt securities or an interest in the debt securities was being, or would later be, acquired directly or indirectly by an "offshore associate" (as defined below) of us (acting other than in the capacity of a dealer, manager or underwriter in relation to the placement of the debt securities or a clearing house, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Australian Corporations Act 2001)

        An "offshore associate" for the above purposes means an "associate" (as defined in section 128F(9) of the Income tax Assessment Act 1936 of Australia) of us that is either a non-resident of the Commonwealth of Australia who does not acquire the debt securities in carrying on a business at or through a permanent establishment in Australia or, alternatively, a resident of Australia that acquires the debt securities in carrying on a business at or through a permanent establishment outside of Australia.

        If we are compelled by law at any time to withhold or deduct an amount in respect of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the Commonwealth of Australia or any authority in Australia having the power to tax, we will, subject to certain exceptions set out under the heading "Payments of Additional Amounts" in this prospectus, pay such additional amount as will result in the payment to the holder concerned of the sum which would otherwise have been payable on the debt securities.

        Subject to compliance with the requirements of section 128F of the Act referred to above, payments of principal and interest (or amounts in the nature of interest or which could reasonably be regarded as having been converted into a form that is in substitution for interest payable on the debt securities) to a holder of a debt security who:

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        will not be subject to Australian income tax.

        An "offshore associate" for the above purposes means an associate (as defined in section 128F(9) of the Income Tax Assessment Act 1936 of Australia) of us that is either a non-resident of the Commonwealth of Australia which does not receive payment in respect of the debt securities in carrying on a business at or through a permanent establishment in Australia or, alternatively, a resident of Australia that receives payments in respect of the debt securities in carrying on a business at or through a permanent establishment outside of Australia.

        There are specific rules (section 128AA of the Act) that can apply to treat a portion of the purchase price of debt securities as interest for withholding tax purposes when certain debt securities, originally issued by us having a return (excluding periodic interest payable at least once every 12 months) which exceeds or is reasonably likely to exceed 1.5 per cent per annum, are sold to an Australian resident (who does not acquire them in the course of carrying on trade or business at or through a permanent establishment outside Australia) or a non-resident who acquires them in the course of carrying on trade or business at or through a permanent establishment in Australia.

        The Taxation Laws Amendment Act (No. 4) 2003 (the "TLA Act") was granted Royal Assent on 1 July 2003 and the Governor-General given the power to make regulations requiring withholding from certain payments and non-residents of Australia after 1 July 2003. The TLA Act expressly provides that the regulations will not apply to interest and other payments which are already subject to the current interest withholding tax rules or specifically exempt from those rules. Further, regulations may only be made if the responsible minister is satisfied the specified payments are of a kind that could reasonably relate to assessable income of foreign residents. Allens Arthur Robinson do not expect the regulations to apply to repayments of principal under the debt securities, as such amounts are not generally income or gains. The possible application of any regulations to the proceeds of any sale of the debt securities will need to be monitored.

        A holder of a debt security who is a non-resident of Australia and who during the taxable year has not carried on business at or through a permanent establishment within Australia will not be subject to Australian income or capital gains tax on gains realized during that year on sale or redemption of debt securities, provided such gains do not have an Australian source. A gain arising on the sale of a debt security by a non-Australian resident holder to another non-Australian resident where the debt security is sold outside Australia and all negotiations and documentation are conducted and executed outside Australia would not be regarded as having an Australian source.

        The debt securities will not be subject to death, estate or succession duties imposed by Australia or by an instrumentality of or in Australia, if held outside Australia at the time of death.

        No ad valorem stamp, issue, registration or similar taxes are payable in Australia on the issue of the debt securities or the transfer of the debt securities outside Australia.

        With regard to interest withholding tax, taxes or gains, death duties and stamp duties, refer to the comments made in the preceding subsection entitled "United States Residents Other Than Those Operating Through a Permanent Establishment in Australia".

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        The following summary applies to holders of debt securities who are tax resident in Australia or are non-residents of Australia who carry on business in Australia through a permanent establishment to which the holding of such debt securities or an interest therein is attributable or effectively connected (within the meaning of applicable Australian tax legislation and double-taxation agreements).

        Such holders of debt securities will be required to include interest in their assessable income. The time of inclusion will depend upon the nature of the holder's business. Certain taxpayers are required to include interest on a daily accruals basis as it accrues. Others need only do so upon receipt.

        Holders of debt securities who acquire notes issued at a discount to their face value may be subject to tax on that discount on an accruals basis over the life of the note. Accruals taxation may also apply to certain interest payments where the period to which the interest relates exceeds one year. Holders of debt securities will be subject to Australian income tax on gains realized on the sale or redemption of the debt securities.

        Subject to certain statutory exceptions, tax will be required to be deducted from payments to holders who are Australian residents, or non-residents who hold the debt securities or an interest in them as part of a business carried on in Australia through a permanent establishment, or as part of an enterprise carried on in Australia unless the holder of the debt securities provides the issuer with a tax file number, Australian Business Number or proof of an appropriate exemption.

        With regard to death duties and stamp duties, refer to the comments made in the preceding subsection entitled "United States Residents Other Than Those Operating Through a Permanent Establishment in Australia".

United States Taxation

        This section describes the material United States federal income tax consequences to United States holders, as defined below, of owning the debt securities and is the opinion of Sullivan & Cromwell LLP, our United States tax counsel.

        You are a United States holder if you are a beneficial owner of a debt security and you are:

        It applies to you only if you hold your debt securities as capital assets for tax purposes. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

        This section deals only with debt securities that are due to mature 30 years or less from the

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date on which they are issued. The United States federal income tax consequences of owning debt securities that are due to mature more than 30 years from their date of issue will be discussed in an applicable prospectus supplement. This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, and published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

        If a partnership holds the notes, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the notes should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the notes.

        Please consult your own tax advisor concerning the consequences of owning these debt securities in your particular circumstances under the Internal Revenue Code and the laws of any other taxing jurisdiction.

        Except as described below in the case of interest on a discount debt security that is not qualified stated interest, each as defined below under "Original Issue Discount—General", you will be taxed on any interest on your debt security, whether payable in US dollars or a foreign currency, including a composite currency or basket of currencies other than US dollars, as ordinary income at the time you receive the interest or when it accrues depending on your method of accounting for tax purposes.

        Interest paid by us on debt securities and any original issue discount accrued with respect to the debt securities, described below under "Original Issue Discount", constitutes income from sources outside the United States subject to the rules regarding the foreign tax credit allowable to a United States holder. Under the foreign tax credit rules, interest and original issue discount paid in taxable years beginning before January 1, 2007, with certain exceptions, will be "passive" or "financial services" income, while interest and original issue discount paid in taxable years beginning after December 31, 2006 will, depending on your circumstances, be "passive" or "general" income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit.

        If you are a taxpayer that uses the cash receipts and disbursements method of accounting for tax purposes and you receive an interest payment that is denominated in, or determined by reference to, a foreign currency, you must recognize income equal to the US dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into US dollars.

        If you are a taxpayer that uses an accrual method of accounting for tax purposes, you may determine the amount of income that you recognize with respect to an interest payment denominated in, or determined by reference to, a foreign currency by using one of two methods. Under the first method, you will determine the amount of income accrued based on the average exchange rate in effect during the interest accrual period or, with respect to an accrual period that spans two taxable years, that part of the period within the taxable year.

        If you elect the second method, you would determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year. Additionally, under this second method, if you receive a payment of interest within five business days of the last day of your accrual period or taxable year, you may instead translate the interest accrued into US dollars at the exchange rate in effect on the day that you actually receive the interest payment. If you elect the second

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method, it will apply to all debt instruments that you hold at the beginning of the first taxable year to which the election applies and to all debt instruments that you subsequently acquire. You may not revoke this election without the consent of the Internal Revenue Service.

        When you actually receive an interest payment, including a payment attributable to accrued but unpaid interest upon the sale or retirement of your debt security, denominated in, or determined by reference to, a foreign currency for which you accrued an amount of income, you will recognize ordinary income or loss measured by the difference, if any, between the exchange rate that you used to accrue interest income and the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into US dollars.

        If you own a debt security other than a short-term debt security with a term of one year or less, it will be treated as a discount debt security issued at an original issue discount if the amount by which the debt security's stated redemption price at maturity exceeds its issue price is more than a de minimis amount. Generally, a debt security's issue price will be the first price at which a substantial amount of debt securities included in the issue of which the debt security is a part is sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers. A debt security's stated redemption price at maturity is the total of all payments provided by the debt security that are not payments of qualified stated interest. Generally, an interest payment on a debt security is qualified stated interest if it is one of a series of stated interest payments on a debt security that are unconditionally payable at least annually at a single fixed rate, with certain exceptions for lower rates paid during some periods, applied to the outstanding principal amount of the debt security. There are special rules for variable rate debt securities that are discussed under "    Variable Rate Debt Securities".

        In general, your debt security is not a discount debt security if the amount by which its stated redemption price at maturity exceeds its issue price is less than the de minimis amount of 1/4 of 1 percent of its stated redemption price at maturity multiplied by the number of complete years to its maturity. Your debt security will have de minimis original issue discount if the amount of the excess is less than the de minimis amount. If your debt security has de minimis original issue discount, you must include the de minimis amount in income as stated principal payments are made on the debt security, unless you make the election described below under "—Election to Treat All Interest as Original Issue Discount". You can determine the includible amount with respect to each such payment by multiplying the total amount of your debt security's de minimis original issue discount by a fraction equal to:

divided by

        Generally, if your discount debt security matures more than one year from its date of issue, you must include original issue discount, or OID, in income before you receive cash attributable to that income. The amount of OID that you must include in income is calculated using a constant-yield method, and generally you will include increasingly greater amounts of OID in income over the life of your debt security. More specifically, you can calculate the amount of OID that you must include in income by adding the daily portions of OID with respect to your discount debt security for each day during the taxable year or portion of the taxable year that you hold your discount debt security. You can determine the daily portion by allocating to each day in any accrual period a pro rata portion of the OID allocable to that accrual period. You may select an accrual period of any length with respect to your discount debt security and you may vary the length of each accrual period over the term of your discount debt security. However, no accrual period may be longer than one year and each scheduled payment of interest or principal on the discount

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debt security must occur on either the first or final day of an accrual period.

        You can determine the amount of OID allocable to an accrual period by:

        You must determine the discount debt security's yield to maturity on the basis of compounding at the close of each accrual period and adjusting for the length of each accrual period. Further, you determine your discount debt security's adjusted issue price at the beginning of any accrual period by:

        If an interval between payments of qualified stated interest on your discount debt security contains more than one accrual period, then, when you determine the amount of OID allocable to an accrual period, you must allocate the amount of qualified stated interest payable at the end of the interval, including any qualified stated interest that is payable on the first day of the accrual period immediately following the interval, pro rata to each accrual period in the interval based on their relative lengths. In addition, you must increase the adjusted issue price at the beginning of each accrual period in the interval by the amount of any qualified stated interest that has accrued prior to the first day of the accrual period but that is not payable until the end of the interval. You may compute the amount of OID allocable to an initial short accrual period by using any reasonable method if all other accrual periods, other than a final short accrual period, are of equal length.

        The amount of OID allocable to the final accrual period is equal to the difference between:

        If you purchase your debt security for an amount that is less than or equal to the sum of all amounts, other than qualified stated interest, payable on your debt security after the purchase date but is greater than the amount of your debt security's adjusted issue price, as determined above under "General", the excess is acquisition premium. If you do not make the election described below under "Election to Treat All Interest as Original Issue Discount", then you must reduce the daily portions of OID by a fraction equal to:


divided by:

        An election may be made to decrease the issue price of your debt security by the amount of pre-issuance accrued interest if:

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        If this election is made, a portion of the first stated interest payment will be treated as a return of the excluded pre-issuance accrued interest and not as an amount payable on your debt security.

        Your debt security is subject to a contingency if it provides for an alternative payment schedule or schedules applicable upon the occurrence of a contingency or contingencies, other than a remote or incidental contingency, whether such contingency relates to payments of interest or of principal. In such a case, you must determine the yield and maturity of your debt security by assuming that the payments will be made according to the payment schedule most likely to occur if:

        If there is no single payment schedule that is significantly more likely than not to occur, other than because of a mandatory sinking fund, you must include income on your debt security in accordance with the general rules that govern contingent payment obligations. These rules will be discussed in the applicable prospectus supplement.

        Notwithstanding the general rules for determining yield and maturity, if your debt security is subject to contingencies, and either you or we have an unconditional option or options that, if exercised, would require payments to be made on the debt security under an alternative payment schedule or schedules, then in the case of an option or options that we may exercise, we will be deemed to exercise or not exercise an option or combination of options in the manner that minimizes the yield on your debt security and, in the case of an option or options that you may exercise, you will be deemed to exercise or not exercise an option or combination of options in the manner that maximizes the yield on your debt security. If both you and we hold options described in the preceding sentence, those rules will apply to each option in the order in which they may be exercised. You may determine the yield on your debt security for the purposes of those calculations by using any date on which your debt security may be redeemed or repurchased as the maturity date and the amount payable on the date that you chose in accordance with the terms of your debt security as the principal amount payable at maturity.

        If a contingency, including the exercise of an option, actually occurs or does not occur contrary to an assumption made according to the above rules then, except to the extent that a portion of your debt security is repaid as a result of this change in circumstances and solely to determine the amount and accrual of OID, you must redetermine the yield and maturity of your debt security by treating your debt security as having been retired and reissued on the date of the change in circumstances for an amount equal to your debt security's adjusted issue price on that date.

        You may elect to include in gross income all interest that accrues on your debt security using the constant-yield method described above under "General", with the modification described below. For the purposes of this election, interest will include stated interest, OID, de minimis original issue discount, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium, described below under "Debt Securities Purchased at a Premium", or acquisition premium.

        If you make this election for your debt security then, when you apply the constant-yield method:

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        Generally, this election will apply only to the debt security for which you make it; however, if the debt security for which this election is made has amortizable bond premium, you will be deemed to have made an election to apply amortizable bond premium against interest for all debt instruments with amortizable bond premium, other than debt instruments the interest on which is excludible from gross income, that you hold as of the beginning of the taxable year to which the election applies or any taxable year thereafter. Additionally, if you make this election for a market discount debt security, you will be treated as having made the election discussed below under "Market Discount" to include market discount in income currently over the life of all debt instruments that you currently hold or later acquire. You may not revoke any election to apply the constant-yield method to all interest on a debt security or the deemed elections with respect to amortizable bond premium or market discount debt securities without the consent of the Internal Revenue Service.

        Your debt security will be a variable rate debt security if:

        Your debt security will have a variable rate that is a qualified floating rate if:

        If your debt security provides for two or more qualified floating rates that are within 0.25 percentage points of each other on the issue date or can reasonably be expected to have approximately the same values throughout the term of the debt security, the qualified floating rates together constitute a single qualified floating rate.

        Your debt security will not have a qualified floating rate, however, if the rate is subject to certain restrictions (including caps, floors, governors, or other similar restrictions) unless such restrictions are fixed throughout the term of the debt security or are not reasonably expected to significantly affect the yield on the debt security.

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        Your debt security will have a variable rate that is a single objective rate if:

        Your debt security will not have a variable rate that is an objective rate, however, if it is reasonably expected that the average value of the rate during the first half of your debt security's term will be either significantly less than or significantly greater than the average value of the rate during the final half of your debt security's term.

        An objective rate as described above is a qualified inverse floating rate if:

        Your debt security will also have a single qualified floating rate or an objective rate if interest on your debt security is stated at a fixed rate for an initial period of one year or less followed by either a qualified floating rate or an objective rate for a subsequent period, and either;

        In general, if your variable rate debt security provides for stated interest at a single qualified floating rate or objective rate, or one of those rates after a single fixed rate for an initial period, all stated interest on your debt security is qualified stated interest. In this case, the amount of OID, if any, is determined by using in the case of for a qualified floating rate or qualified inverse floating rate, the value as of the issue date of the qualified floating rate or qualified inverse floating rate, or, for any other objective rate, a fixed rate that reflects the yield reasonably expected for your debt security.

        If your variable rate debt security does not provide for stated interest at a single qualified floating rate or a single objective rate, and also does not provide for interest payable at a fixed rate other than a single fixed rate for an initial period, you generally must determine the interest and OID accruals on your debt security by:

        When you determine the fixed rate substitute for each variable rate provided under the variable rate debt security, you generally will use the value of each variable rate as of the issue date or, for an objective rate that is not a qualified inverse floating rate, a rate that reflects the reasonably expected yield on your debt security.

        If your variable debt security provides for stated interest either at one or more qualified floating rates or at a qualified inverse floating rate, and also provides for stated interest at a single fixed rate other than at a single fixed rate for an initial period, you generally must

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determine interest and OID accruals by using the method described in the previous paragraph. However, your variable rate debt security will be treated, for purposes of the first three steps of the determination, as if your debt security had provided for a qualified floating rate, or a qualified inverse floating rate, rather than the fixed rate. The qualified floating rate, or qualified inverse floating rate, that replaces the fixed rate must be such that the fair market value of your variable debt security as of the issue date approximates the fair market value of an otherwise identical debt instrument that provides for the qualified floating rate, or qualified inverse floating rate, rather than the fixed rate.

        In general, if you are an individual or other cash basis Unites States holder of a short-term debt security, you are not required to accrue OID, as specially defined below for the purposes of this paragraph, for United States federal income tax purposes unless you elect to do so (although it is possible that you may be required to include any stated interest in income as you receive it). If you are an accrual basis taxpayer, a taxpayer in a special class, including, but not limited to, a regulated investment company, common trust fund, or a certain type of pass-through entity, or a cash basis taxpayer who so elects, you will be required to accrue OID on short-term debt securities on either a straight-line basis or under the constant-yield method, based on daily compounding. If you are not required and do not elect to include OID in income currently any gain you realize on the sale or retirement of your short-term debt security will be ordinary income to the extent of the accrued OID, which will be determined on a straight-line basis unless you make an election to accrue the OID under the constant-yield method, through the date of sale or retirement. However, if you are not required and do not elect to accrue OID on your short-term debt securities, you will be required to defer deductions for interest on borrowings allocable to your short-term debt securities in an amount not exceeding the deferred income until the deferred income is realized.

        When you determine the amount of OID subject to these rules, you must include all interest payments on your short-term debt security including stated interest, in your short-term debt security's stated redemption price at maturity.

        If your discount debt security is denominated in, or determined by reference to, a foreign currency, you must determine OID for any accrual period on your discount debt security in the foreign currency and then translate the amount of OID into US dollars in the same manner as stated interest accrued by an accrual basis United States holder, as described under "United States Holders Payments of Interest". You may recognize ordinary income or loss when you receive an amount attributable to OID in connection with a payment of interest or the sale or retirement of your debt security.

        You will be treated as if you purchased your debt security, other than a short-term debt security at a market discount, and your debt security will be a market discount debt security if:

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        If your debt security's stated redemption price at maturity or, in the case of a discount debt security, its revised issue price, exceeds the price you paid for the debt security by less than 1/4 of 1% multiplied by the number of complete years to the debt security's maturity, the excess constitutes de minimis market discount, and the rules discussed below are not applicable to you.

        You must treat any gain you recognize on the maturity or disposition of your market discount debt security as ordinary income to the extent of the accrued market discount on your debt security. Alternatively, you may elect to include market discount in income currently over the life of your debt security. If you make this election, it will apply to all debt instruments with market discount that you acquire on or after the first day of the first taxable year to which the election applies. You may not revoke this election without the consent of the Internal Revenue Service. If you own a market discount debt security and do not make this election, you will generally be required to defer deductions for interest on borrowings allocable to your debt security in an amount not exceeding the accrued market discount on your debt security until the maturity or disposition of your debt security.

        You will accrue market discount on your market discount debt security on a straight-line basis unless you elect to accrue market discount using a constant-yield method. If you make this election, it will apply only to the debt security with respect to which it is made and you may not revoke it.

        If you purchase your debt security for an amount in excess of its principal amount, you may elect to treat the excess as amortizable bond premium. If you make this election, you will reduce the amount required to be included in your income each year with respect to interest on your debt security by the amount of amortizable bond premium allocable to that year, based on your debt security's yield to maturity. If your debt security is denominated in, or determined by reference to, a foreign currency, you will compute your amortizable bond premium in units of the foreign currency and amortizable bond premium will reduce your interest income in units of the foreign currency. Gain or loss recognized that is attributable to changes in exchange rates between the time your amortized bond premium offsets interest income and the time of the acquisition of your debt security is generally taxable as ordinary income or loss. If you make an election to amortize bond premium, it will apply to all debt instruments, other than debt instruments the interest on which is excludible from gross income, that you hold at the beginning of the first taxable year to which the election applies or that you thereafter acquire, and you may not revoke it without the consent of the Internal Revenue Service. See also "Original Issue Discount—Election to Treat All Interest as Original Issue Discount".

        Your tax basis in your debt security will generally be the US dollar cost, as defined below, of your debt security, adjusted by:

        If you purchase your debt security with foreign currency, the US dollar cost of your debt security will generally be the US dollar value of the purchase price on the date of purchase. However, if you are a cash basis taxpayer, or an accrual basis taxpayer if you so elect, and your debt security is traded on an established securities market, as defined in the applicable Treasury regulations, the US dollar cost of your debt security will be the US dollar value of the purchase price on the settlement date of your purchase.

        You will generally recognize gain or loss on the sale or retirement of your debt security

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equal to the difference between the amount you realize on the sale or retirement and your tax basis in your debt security. If your debt security is sold or retired for an amount in foreign currency, the amount you realize will be the US dollar value of such amount on the date the note is disposed of or retired, except that in the case of a note that is traded on an established securities market, as defined in the applicable Treasury regulations, a cash basis taxpayer, or an accrual basis taxpayer that so elects, will determine the amount realized based on the US dollar value of the foreign currency on the settlement date of the sale.

        You will recognize capital gain or loss when you sell or retire your debt security, except to the extent:

        Capital gain of a noncorporate U.S. holder that is recognized before January 1, 2009 will generally be taxed at a maximum rate of 15% where the property is held for more than one year.

        You must treat any portion of the gain or loss that you recognize on the sale or retirement of a debt security as ordinary income or loss to the extent attributable to changes in exchange rates. However, you take exchange gain or loss into account only to the extent of the total gain or loss you realize on the transaction.

        If you receive foreign currency as interest on your debt security or on the sale or retirement of your debt security, your tax basis in the foreign currency will equal its US dollar value when the interest is received or at the time of the sale or retirement. If you purchase foreign currency, you generally will have a tax basis to equal to the US dollar value of the foreign currency on the date of your purchase. If you sell or dispose of a foreign currency, including if you use it to purchase debt securities or exchange it for US dollars, any gain or loss recognized generally will be ordinary income or loss.

        The applicable prospectus supplement or pricing supplement will discuss any special United States federal income tax rules with respect to debt securities the payments on which are determined by reference to any index and other debt securities that are subject to the rules governing contingent payment obligations, which are not subject to the rules governing variable rate debt securities and with respect to any renewable and extendible debt securities and with respect to any debt securities providing for the periodic payment of principal over the life of the debt security.

        Recently-promulgated Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a "Reportable Transaction"). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder that recognizes a loss with respect to the notes that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss equals or exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of taxpayers and other types of losses, the thresholds are higher. You should consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of notes.

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        If you are a noncorporate United States holder, information reporting requirements, on Internal Revenue Service Form 1099, generally will apply to:

        Additionally, backup withholding will apply to such payments if you are a noncorporate United States holder that:

        Payment of the proceeds from the sale of a debt security effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale of a note that is effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

unless the broker does not have actual knowledge or reason to know that you are a United States person and certain documentation requirements are met or you otherwise establish an exemption.

        In addition, payment of the proceeds from the sale of debt securities effected at a foreign office of a broker will be subject to information reporting if the broker is:

unless the broker does not have actual knowledge or reason to know that you are a United States person and certain documentation requirements are met or you otherwise establish an exemption. Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that you are a United States person.


PLAN OF DISTRIBUTION

        We may sell debt securities to or through underwriters, and also may sell debt securities directly to other purchasers, dealers or agents.

        The prospectus supplement relating to any offering will identify or describe:

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Underwriters

        If we use underwriters for the sale of debt securities, they will acquire the debt securities for their own account. The underwriters may resell the debt securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless we otherwise state in the applicable prospectus supplement, various conditions will apply to the underwriters' obligations to purchase the debt securities, and the underwriters will be obligated to purchase all of the debt securities contemplated in an offering if they purchase any of such debt securities.

        Underwriters may sell debt securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of debt securities may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of debt securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Dealers

        If we use dealers in the sale, unless we otherwise indicate in the applicable prospectus supplement, we will sell the debt securities to the dealers as principals. The dealers may then resell the debt securities to the public at varying prices that the dealers may determine at the time of resale.

Agents

        We may designate agents who agree to use their reasonable efforts to solicit purchases of the debt securities during the term of their appointment to sell debt securities on a continuing basis.

Direct Sales

        We may also sell debt securities directly without using underwriters, dealers or agents.

Securities Act; Indemnification

        Underwriters, dealers and agents that participate in the distribution of the debt securities may be underwriters as defined in the Securities Act, and any discounts and commissions they receive from us and any profit on their resale of debt securities may be treated as underwriting discounts and commissions under the Securities Act. Agreements that we will enter into with underwriters, dealers or agents may entitle them to indemnification by us against various civil liabilities. These include liabilities under the Securities Act. The agreements may also entitle them to contribution for payments which they may be required to make as a result of these liabilities.

Market Making

        In the event that we do not list debt securities of any series on a U.S. national securities exchange, various broker-dealers may make a market in our debt securities, but will have no obligation to do so. Any market making may be discontinued at any time without notice. Consequently, it may be the case that no broker-dealer will make a market in debt securities of any series or that the liquidity of the trading market for the debt securities will be limited.

        Some of the underwriters, dealers or agents and their affiliates that may be named in a supplement to this prospectus may be customers of ours or may engage in transactions with and perform services for us in the ordinary course of business.

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VALIDITY OF DEBT SECURITIES

        The validity of the debt securities will be passed upon for us by Sullivan & Cromwell, New York, New York as to certain matters of New York law and by Allens Arthur Robinson as to certain matters of Australian law. Sidley Austin Brown & Wood LLP will act as counsel for the underwriters or agents.


EXPERTS

        Our consolidated financial statements as of September 30, 2003 and 2004 and for each of the three years in the three year period ended September 30, 2004 have been incorporated in this prospectus by reference to our 2004 annual report on Form 20-F in reliance upon the report of KPMG, independent accountants, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.


EXPENSES

        The following are the expenses estimated to be incurred by us in connection with the issuance and distribution of the debt securities registered under this registration statement.

Securities and Exchange Commission registration fee   US$ 126,700
Printing and engraving expenses     12,000
Legal fees and expenses     100,000
Accounting fees and expenses     20,000
Trustee's fees and expenses     5,000
   
  Total   US$ 263,700

        All amounts are estimated, except the Securities and Exchange Commission registration fee.


ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

        We are an Australian corporation with limited liability. All of our directors and executive officers, and certain experts named in this prospectus, reside outside the United States. All or a substantial portion of our assets and the assets of those non-resident persons are located outside the United States. As a result, you may not be able to effect service of process within the United States upon us or those persons or to enforce against them judgments obtained in U.S. courts predicted upon civil liability provisions of the Federal securities laws of the United States. We have been advised by our Australian counsel, Allens Arthur Robinson, that, both in original actions and in actions for the enforcement of judgments of U.S. courts, there is doubt as to whether civil liabilities predicated solely upon the U.S. Federal securities laws are enforceable in Australia.

        We have expressly submitted to the jurisdiction of New York State and United States Federal courts sitting in The City of New York for the purpose of any suit, action or proceedings arising out of or based on the debt securities offered in this prospectus. We have appointed our General Manager, Americas, Australia and New Zealand Banking Group Limited, 1177 Avenue of the Americas, 6th Floor, New York, New York 10036 as our agent upon whom process may be served in any action relating to this prospectus.


WHERE YOU CAN FIND MORE INFORMATION

        We file annual reports and other information with the SEC. You may read and copy any documents we file at the SEC's Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. You may also access information filed by us after November 2002 on the Internet via the SEC's EDGAR system at http://www.sec.gov.

        This prospectus is part of a registration statement that we have filed with the SEC, file number 333-113524. As exhibits to the registration statement, we have also filed the indentures and our constitution. You can obtain the full registration statement from the SEC or from us. We will provide the trustees for our debt securities with our annual reports, which will include a description of operations, and our annual audited consolidated financial statements prepared in accordance with Australian GAAP. Upon receipt, the trustees will mail the reports

42


to all record holders of the debt securities. In addition, we will provide the trustees with all notices of meetings at which holders of debt securities are entitled to vote, and all other reports and communications that are made generally available to holders of debt securities.


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The SEC allows us to "incorporate by reference" the information we file with them, which means:

        We will incorporate by reference the document listed below, which was filed with the SEC under the Securities Exchange Act of 1934:

        We will also incorporate by reference any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, until we terminate all offerings contemplated by this prospectus. In addition, we will incorporate by reference some future reports on Form 6-K, but only to the extent indicated in those reports.

        You may request a copy of any filings referred to above, excluding exhibits, at no cost by contacting us at the following address:

43


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers

        Except as set forth below, there are no other provisions in the Constitution of Australia and New Zealand Banking Group Limited (the "Bank") or any contract, arrangement or statute under which any director or officer of the Bank is insured or indemnified in any manner against any liability which he may incur in his capacity as such.

        The Bank's Constitution provides that subject to the provisions of and so far as may be permitted by the Australian Corporations Act 2001, the Bank may indemnify every director (whether past or present), secretary, employee or auditor against all costs, charges, losses, expenses, damages and liabilities incurred by him in the execution and discharge of his duties or in relation thereto may make a payment in respect of costs incurred by a director, secretary, employee or auditor of the Bank in defending an action for any costs, charges, losses, expenses, damages or liabilities incurred by him in execution or discharge of his duties or may also enter into or pay the premiums on a contract of insurance of any person.

        Section 199A of the Australian Corporations Act 2001 prohibits the Bank (or a related body corporate (as defined in section 9 of the Australian Corporations Act 2001)) from:

(a)    exempting a person who has been an officer or auditor of the Bank from a liability (except legal costs) owed to the Bank which was incurred as an officer or auditor of the Bank; or

(b)    indemnifying a person who is or has been an officer or auditor of the Bank (whether in an agreement or by a direct or indirect payment to that person) against a liability (except legal costs), incurred by that person as such an officer or auditor, if that liability is:

(c)    indemnifying a person who is or has been an officer or auditor of the Bank (whether in an agreement or by a direct or indirect payment to that person) against legal costs incurred by that person in defending an action for a liability incurred as an officer or auditor of the Bank, if the costs are incurred:

        For the purposes of this section, "officer" is defined to include a director, secretary and executive officer.

        Under the terms of a deed, the Bank agrees to indemnify its directors, to the extent permitted by law (as set out above) and other qualifications, against all costs, expenses and liabilities incurred by

II-1

them in their capacity as an officer of the Bank or one of the Bank's wholly owned subsidiaries. This indemnification allows the Bank to meet the relevant expenses in respect of any claim against any of the Bank's directors. The same deed requires the Bank to use its best endeavors to insure the Bank's directors against such costs, expenses and liabilities as are outlined above. The insurance is to be maintained while the director holds office and for a period of 7 years thereafter. The Bank is also required to pay the premium on the policy except to the extent prohibited by law (as set out above).

        Directors and executive officers of the Bank's subsidiaries are covered by directors' and officers' insurance, which may provide indemnification against liability in some cases, up to the limits of the insurance coverage.

        Section 199B of the Australian Corporations Act 2001 prohibits the Bank or a related body corporate from paying, or agreeing to pay, a premium in respect of a contract insuring a current or former officer or auditor of the Bank against a liability (other than for legal costs) arising out of conduct involving a wilful breach of duty in relation to the Bank or the improper use by that person of:

to gain an advantage for himself or for any other person or to cause detriment to the Bank. Again, "officer" is defined to include a director, secretary or executive officer.

        Section 199C of the Australian Corporations Act 2001 renders anything which purports to insure or indemnify a person against such a liability or exempt them from any liability, void to the extent that the provisions of clauses 199A and 199B of the Australian Corporations Act 2001 (set out above) are contravened.

II-2

Item 9. Exhibits

Number
   Description
1.1   Form of Underwriting Agreement. (Incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form F-3 (Registration No. 33-73440)).

1.2
 
Form of U.S. Distribution Agreement. (Incorporated by reference to Exhibit 1.2 to the Registrant's Registration Statement on Form F-3 (Registration No. 333-414)).

1.3
 
Form of Amendment No. 1 to the U.S. Distribution Agreement. (Incorporated by reference to Exhibit 1.3 to the Registrant's Registration Statement on Form F-3 (Registration No. 333-8572).

1.4
 
Form of Amendment No. 2 to the U.S. Distribution Agreement. (Incorporated by reference to Exhibit 1.4 to the Registrant's Registration Statement on Form F-3 filed herewith (Registration No. 333-8572).

1.5
 
Form of Amendment No. 3 to the U.S. Distribution Agreement.*

4.1
 
Form of Senior Indenture (including form of Senior Debt Security) (the "Senior Indenture") from the Registrant to J.P. Morgan Trust Company, National Association (as successor trustee to Bank One N.A. f/k/a The First National Bank of Chicago), as Senior Trustee. (Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form F-3 (Registration No. 333-414)).

4.1A
 
Form of First Supplemental Indenture to the Senior Indenture. (Incorporated by reference to Exhibit 4.1A to the Registrant's Registration Statement on Form F-3 (Registration No. 333-8572)).

4.1B
 
Form of Second Supplemental Indenture to the Senior Indenture from the Registrant to JP Morgan Trust Company, National Association.†

4.2
 
Form of Subordinated Indenture (including form of Subordinated Debt Security) (the "Subordinated Indenture") from the Registrant to Deutsche Bank Trust Company Americas (as successor trustee to The Bank of New York), as Subordinated Trustee. (Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form F-3 (Registration No. 33-73440)).

4.2A
 
Form of First Supplemental Indenture to the Subordinated Indenture. (Incorporated by reference to Exhibit 4.2A to the Registrant's Registration Statement on Form F-3 (Registration No. 333-8572)).

4.2B
 
Second Supplemental Indenture to the Subordinated Indenture from the Registrant to Deutsche Bank Trust Company Americas, as successor trustee under the Subordinated Indenture.†

4.3
 
Form of Senior Fixed Medium-Term Note.†

4.4
 
Form of Senior Floating Medium-Term Note.†

4.5
 
Form of Subordinated Fixed Medium-Term Note.†

4.6
 
Form of Subordinated Floating Medium-Term Note.†

5.1
 
Opinion of Allens Arthur Robinson (Australian Law).†

5.2
 
Opinion of Sullivan & Cromwell as to the validity of the Debt Securities (New York Law).†

8.1
 
Opinion of Allens Arthur Robinson as to certain Australian tax matters.†
     

II-3


8.2
 
Opinion of Sullivan & Cromwell as to certain United States tax matters.†

12.
 
Calculation of Ratio of Earnings to Fixed Charges.†

23.1
 
Consent of KPMG.†

23.2
 
Consent of Allens Arthur Robinson (included in Exhibits 5.1 and 8.1).†

23.3
 
Consent of Sullivan & Cromwell (included in Exhibits 5.2 and 8.2).†

24.1
 
Powers of Attorney (included on pages II-7 and II-8 of the original filing of this Registration Statement).**

24.2
 
Powers of Attorney.†

25.1
 
Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of J.P. Morgan Trust Company, National Association on Form T-1.†

25.2
 
Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas on Form T-1.†
*
To be filed by Form 6-K and incorporated by reference into this registration statement.
**
Previously filed.
†
Filed herewith.

II-4

Item 10. Undertakings

        The undersigned registrant hereby undertakes:

        The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, pursuant to the provisions described in Item 15 or otherwise, the registrant has been advised that in the opinions of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act and will be governed by the adjudication of such issue.

II-5


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, Commonwealth of Australia, on March 10, 2005.


 
 
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

 
 
By:
/s/  PETER RALPH MARRIOTT      
Name: Peter Ralph Marriott
Title: Chief Financial Officer
(principal financial officer)

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the following capacities on March 10, 2005.

Name
   Title

 
 
 
*
Charles Barrington Goode		   Chairman

*
John McFarlane
 
Chief Executive Officer (principal executive officer)

*
Gregory John Clark
 
Director

*
Dr. Roderick Sheldon Deane
 
Director

*
Jeremy Kitson Ellis
 
Director

*
David Michael Gonski
 
Director
     

II-6


*
Margaret Anne Jackson
 
Director

*
Dr. Brian Walter Scott
 
Director

*
David Edward Meiklejohn
 
Director

*
John Powell Morschel
 
Director

*
Scott McInnis
 
Authorized Representative in the United States

/s/  PETER RALPH MARRIOTT      
Peter Ralph Marriott
 
Chief Financial Officer (principal financial officer)

/s/  JUDITH SUSAN DOWNES      
Judith Susan Downes
 
General Manager, Accounting (principal accounting officer)

/s/  * JUDITH SUSAN DOWNES      
Judith Susan Downes
Attorney-in-fact
 
 

* Signed on behalf of such person by Judith Susan Downes in her capacity as Attorney-in-fact.

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Exhibits
    
   Sequential
page number
1.1   Form of Underwriting Agreement. (Incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form F-3 (Registration No. 33-73440).    

1.2
 
Form of U.S. Distribution Agreement. (Incorporated by reference to Exhibit 1.2 to the Registrant's Registration Statement on Form F-3 (Registration No. 333-414)).
 
 

1.3
 
Form of Amendment No. 1 to the U.S. Distribution Agreement. (Incorporated by reference to Exhibit 1.3 to the Registrant's Registration Statement on Form F-3 (Registration No. 333-8572).
 
 

1.4
 
Form of Amendment No. 2 to the U.S. Distribution Agreement. (Incorporated by reference to Exhibit 1.4 to the Registrant's Registration Statement on Form F-3 (Registration No. 333-8572).
 
 

1.5
 
Form of Amendment No. 3 to the U.S. Distribution Agreement.*
 
 

4.1
 
Form of Senior Indenture (including form of Senior Debt Security) (the "Senior Indenture") from the Registrant to J.P. Morgan Trust Company (as successor trustee to Bank One N.A. f/k/a The First National Bank of Chicago), as Senior Trustee. (Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form F-3 (Registration No. 333-414)).
 
 

4.1A
 
Form of First Supplemental Indenture to the Senior Indenture. (Incorporated by reference to Exhibit 4.1A to the Registrant's Registration Statement on Form F-3 (Registration No. 333-8572)).
 
 

4.1B
 
Form of Second Supplemental Indenture to the Senior Indenture from the Registrant to JP Morgan Trust Company, National Association.†
 
 

4.2
 
Form of Subordinated Indenture (including form of Subordinated Debt Security) (the "Subordinated Indenture") from the Registrant to Deutsche Bank Trust Company Americas (as successor trustee to The Bank of New York), as Subordinated Trustee. (Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form F-3 (Registration No. 33-73440)).
 
 

4.2A
 
Form of First Supplemental Indenture to the Subordinated Indenture. (Incorporated by reference to Exhibit 4.2A to the Registrant's Registration Statement on Form F-3 (Registration No. 333-8572)).
 
 

4.2B
 
Second Supplemental Indenture to the Subordinated Indenture from the Registrant to Deutsche Bank Trust Company Americas, as successor trustee under the Subordinated Indenture.†
 
 

4.3
 
Form of Senior Fixed Medium-Term Note.†
 
 

4.4
 
Form of Senior Floating Medium-Term Note.†
 
 

4.5
 
Form of Subordinated Fixed Medium-Term Note.†
 
 

4.6
 
Form of Subordinated Floating Medium-Term Note.†
 
 

5.1
 
Opinion of Allens Arthur Robinson (Australian Law).†
 
 

5.2
 
Opinion of Sullivan & Cromwell as to the validity of the Debt Securities (New York Law).†
 
 
         

II-8


8.1
 
Opinion of Allens Arthur Robinson as to certain Australian tax matters.†
 
 

8.2
 
Opinion of Sullivan & Cromwell as to certain United States tax matters.†
 
 

12.
 
Calculation of Ratio of Earnings to Fixed Charges.†
 
 

23.1
 
Consent of KPMG.†
 
 

23.2
 
Consent of Allens Arthur Robinson (included in Exhibits 5.1 and 8.1).†
 
 

23.3
 
Consent of Sullivan & Cromwell (included in Exhibits 5.2 and 8.2).†
 
 

24.1
 
Powers of Attorney (included on pages II-7 and II-8 of the original filing of this Registration Statement).**
 
 

24.2
 
Powers of Attorney.†
 
 

25.1
 
Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of J.P. Morgan Trust Company, National Association on Form T-1.†
 
 

25.2
 
Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas on Form T-1.†
 
 
*
To be filed by Form 6-K and incorporated by reference into this registration statement.

**
Previously filed.

†
Filed herewith.

II-9



QuickLinks

TABLE OF CONTENTS
RISK FACTORS
ABOUT THIS PROSPECTUS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
USE OF PROCEEDS
RATIOS OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
FOREIGN CURRENCY RISKS
TAXATION
PLAN OF DISTRIBUTION
VALIDITY OF DEBT SECURITIES
EXPERTS
EXPENSES
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES