ANZ NATIONAL BANK LIMITED. DEED POLL constituting the issue of subordinated bonds v6

Transcription

1 ANZ NATIONAL BANK LIMITED DEED POLL constituting the issue of subordinated bonds

2 i CONTENTS 1. DEFINITIONS AND INTERPRETATION ISSUE OF BONDS STATUS AND SUBORDINATION REPAYMENT OF BONDS INTEREST PAYMENTS REGISTER TRANSFERS REPRESENTATIONS AND WARRANTIES COVENANTS AGENT MEETINGS OF HOLDERS BENEFIT OF DEED AND AMENDMENT NOTICES MISCELLANEOUS GOVERNING LAW AND SUBMISSION TO JURISDICTION...2 EXECUTION...2 SCHEDULE PARTICULARS TO BE RECORDED IN THE REGISTER IN RESPECT OF EACH BOND SCHEDULE MEETINGS OF HOLDERS...2

3 2 DEED POLL dated 6 September 2006 MADE BY ANZ NATIONAL BANK LIMITED ("Bank") INTRODUCTION The Bank intends to issue subordinated debt securities from time to time, denominated in New Zealand dollars, and bearing interest at either a fixed or a floating rate. The debt securities are to be constituted by, and subject to the terms and conditions contained in, this deed. COVENANTS 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions: In this deed unless the context otherwise requires: "Agency Agreement" means the agency agreement dated on or about the date of this deed between the Bank and Computershare Investor Services Limited appointing Computershare Investor Services Limited as the initial paying agent and registrar for the Bonds and includes any other agreement at any time in force appointing any further or other paying agent or registrar for any Bonds. "Agent" means, initially, Computershare Investor Services Limited, and thereafter such other person or persons resident in New Zealand as the Bank may from time to time appoint pursuant to the Agency Agreement to perform the function of registrar and/or paying agent for the Bonds. "ANZ National Group" means the Bank and its subsidiaries, as specified in its latest Statement of Financial Position, on a consolidated and not an individual basis. "APRA" means the Australian Prudential Regulation Authority and includes any other governmental agency which at any time replaces APRA as the supervisory authority over the Bank's ultimate shareholder, Australia and New Zealand Banking Group Limited. "Auditors" means the auditors for the time being of the ANZ National Group or, if there are joint auditors of the ANZ National Group, any one of such joint auditors or, in the event of such auditors being unable or unwilling to carry out any action requested of them pursuant to the provisions of this deed, such other reputable firm of accountants as may be nominated by the Bank. "Austraclear System" means the securities clearing and settlement facility known as the Austraclear New Zealand System. "Base Rate" means, in relation to an Interest Period for a Floating Rate Bond, either: the rate (rounded, if necessary, to the nearest three decimal places with five being rounded up) designated as the "FRA" rate as displayed at or about 11am on the first day of the Interest Period on the Reuters Monitor Screen page BKBM (or its successor page) for bank accepted bills of exchange having a term approximately equal to the Interest Period; or

4 3 if there is no such rate displayed for bank accepted bills of exchange having that term, then the average (rounded upwards if necessary to the nearest four decimal places) of the mean bid and offered rates quoted by each of the Reference Banks for such bank accepted bills at or about that time on that date. "Benchmark Swap Rate" means, on any date: the average of the bid and offered swap rates (interpolated if necessary) rounded, if necessary, to the nearest two decimal places (with five being rounded up) as displayed on Reuters page "FISSWAP" or its successor page at or about 11am on that date for a swap with a Benchmark Term; or if a rate is unable to be determined in accordance with above then, the average (rounded if necessary to the nearest two decimal places with five being rounded up) of the mean bid and offered swap rates quoted by each of the Reference Banks at or about 11am on that date for a swap with a Benchmark Term. "Benchmark Term" means, in relation to any Bonds, the term entered as such in the Register in respect of those Bonds. "Bond" means a debt security constituted by, and subject to the terms and conditions set out in, this deed. "Business Day" means a day (other than a Saturday or Sunday) on which banks are open for business in Wellington and Auckland. "Callable Bond" means any Bond in relation to which a Call Date is entered in the Register, being a Bond which the Bank may elect to repay prior to its Maturity Date pursuant to clause 4.2. "Call Date" means, in relation to any Bond, the date entered as such in the Register in respect of that Bond. "Class" means a category of Bonds which in the reasonable opinion of the Bank at any particular time, for any particular purpose, constitutes a separate class of Bonds, and "Class of Holders" means the Holders of those Bonds. "Companies Act" means the Companies Act "Coupon Rate" means, in relation to a Fixed Rate Bond, the coupon interest rate payable in respect of that Bond, as recorded in the Register, which rate shall, in the case of a Callable Bond which is to remain a Fixed Rate Bond if not repaid on the Call Date, be reset in accordance with clause 5.3 on the Rate Reset Date for that Bond. "Dollars" and "$" means the lawful currency of New Zealand. "Early Repayment Election" means the option of the Bank contained in clause 4.2 to repay any Bonds prior to the Maturity Date of those Bonds. "Extraordinary Resolution" means an Extraordinary Resolution of Holders passed in the manner provided in schedule 2. "Fixed Rate Bond" means a Bond which bears a fixed rate of interest. "Floating Rate Bond" means a Bond which bears a floating rate of interest.

5 4 "Holder" means, at any time: in relation to an Unlodged Bond, the person whose name is entered in the Register as the holder of that Unlodged Bond at that time (in which regard any information, certificate or any other document issued by the Agent, whether in writing, orally, electronically or by what other means of communication whatsoever, regarding ownership of any Unlodged Bond is to be conclusive and binding for all purposes); and in relation to a Lodged Bond, the holder of the beneficial interest in that Lodged Bond in the records of the Austraclear System at that time (in which regard any information provided by the Manager at the relevant time, whether in writing, orally, electronically or by what other form of communication whatsoever, regarding ownership of the beneficial interest in any Lodged Bond is to be conclusive and binding for all purposes). "Initial Margin" means, in relation to a Callable Bond, the margin entered as such in the Register in respect of that Bond. "Interest Payment Date" means, in relation to a: Fixed Rate Bond, the dates fixed at the time of issue of that Bond for the payment of interest in respect of that Bond and entered in the Register; and Floating Rate Bond, the last day of each Interest Period for that Bond. "Interest Period" means, in relation to a Floating Rate Bond, a period determined in accordance with clause 5.1. "Issue Date" means, in relation to a Bond, the date on which that Bond is or is to be issued by the Bank. "Liquidation" means a liquidation in New Zealand of the Bank (other than for the purposes of a solvent reconstruction or amalgamation). "Listing Rules" means the listing rules of the NZX in force from time to time. "Lodged Bonds" means, at any time, a Bond that is lodged in the Austraclear System at that time. "Manager" means, at any time, the manager of the Austraclear System at that time, which at the date of this deed is the Reserve Bank of New Zealand. "Margin" means, in relation to: any Callable Bond: (i) (ii) for the period from and including the Issue Date to but excluding the Call Date, the Initial Margin; and for the period from and including the Call Date to but excluding the Maturity Date, the Reset Margin; and any other Bond, the margin entered in the Register in respect of that Bond. "Maturity Date" means, in relation to a Bond, the date entered as such in the Register in respect of that Bond or, if different, the date on which that Bond is required to be repaid pursuant to clause 4.2.

6 5 "NZX" means New Zealand Exchange Limited, and includes any person or authority which may in the future assume and perform the functions of New Zealand Exchange Limited. "Offering Document" means, in relation to any Bonds, any prospectus, investment statement, information memorandum, offering circular, advertisement or other offering document relating to those Bonds. "Office" means the registered office for the time being of the Bank. "Outstanding" means, at any time with respect to Bonds, all Bonds issued pursuant to this deed which have not been repaid or paid in full by the Bank in accordance with this deed. "Principal Amount" means, in respect of a Bond, the amount entered as such in the Register in respect of that Bond. "Rate Reset Date" means, in relation to any Bond, the date which is two Business Days prior to the Call Date for the relevant Bond. "RBNZ" means the Reserve Bank of New Zealand and includes any other governmental agency which at any time replaces the RBNZ as the supervisory authority over registered banks in New Zealand. "Record Date" means in relation to a payment, the tenth day before the relevant payment date (or if that date is not a Business Day, the preceding Business Day). "Reference Banks" means ANZ National Bank Limited, ASB Bank Limited, Bank of New Zealand and Westpac Banking Corporation or any further or replacement reference banks selected by the Bank in consultation with the Agent from time to time. "Register" means the register of Bonds maintained by the Agent pursuant to the Agency Agreement. "Related Company" has the meaning set out in section 2(3) of the Companies Act. "Reset Margin" means, in relation to any Callable Bond, the margin entered as such in the Register in respect of that Bond. "Senior Creditors" means all creditors of the Bank in respect of obligations other than Subordinated Debt. "Solvent" means satisfying the solvency test contained in section 4 of the Companies Act and "Insolvent" shall be construed accordingly. In interpreting this definition: it shall be applied to the ANZ National Group as if the ANZ National Group was a single entity and due account will be taken of the ability and willingness of the members of the ANZ National Group to meet the debts of other members of the ANZ National Group; it shall be construed as subject to clause 3.5. "Statement" means a statement issued by the Bank to a Holder in relation to the Bonds held by that Holder, if applicable, in compliance with the Listing Rules. "Statement of Financial Position" means a published statement of financial position of the Bank or, as the case may be, a published consolidated statement of financial

7 6 position of the ANZ National Group, in each such case, audited, or if the latest statement of financial position is a half-yearly unaudited, unaudited. "Subordinated Debt" means, in relation to the Bank, any liability of it howsoever arising for the payment of money (including any money payable under this deed or in respect of the Bonds) the right to payment of which is, or is expressed to be, subordinated in the event of a Liquidation to the claims of all or any of the Senior Creditors, or is required by the terms of any agreement entered into by it to be so subordinated but is not so subordinated and includes the performance of the Bank's obligations under this deed or in respect of the Bonds. "Subsidiary" means in relation to a person: a subsidiary within the meaning of section 5 of the Companies Act; an "in substance subsidiary" within the meaning of any applicable financial reporting standard, of the person. "Tenor" means, in relation to a Bond, the number of days from and including its Issue Date to but excluding its Maturity Date. "Transaction Documents" means this deed and the Agency Agreement. "Unlodged Bond" means, at any time, a Bond that is not lodged in the Austraclear System at that time. "Yield" means, in relation to any Bond, the Coupon Rate plus or minus an adjustment to take account of any discount to or premium over (as applicable) the Principal Amount of such Bond on issuance, which rate reflects the effective yield on the Bond. 1.2 References: Except to the extent that the context otherwise requires, any reference in this deed to: the "assets" of any person shall be construed as a reference to the whole or any part of its business, undertaking, property, assets and revenues, present or future, and uncalled and unpaid capital and called and unpaid capital, present and future. an "authorisation" includes: any consent, authorisation, registration, filing, agreement, notarisation, certificate, permission, licence, approval, authority or exemption from, by or with a governmental agency; or in relation to anything which will be proscribed or restricted in whole or part by law if a governmental agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of such period without such intervention or action. any "clause" or "schedule" is a reference to a clause of, or a schedule to, this deed. the "dissolution" of any person includes the bankruptcy, winding-up or liquidation of that person, and any equivalent or analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled or resident or carries on business or has assets.

8 7 any "governmental agency" includes any government or any governmental, semigovernmental, regulatory or judicial entity or authority, or legislative body, or any person or body charged with the administration of any law. a "law" includes common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, statute or other legislative measure, in each case of any jurisdiction whatever and "lawful" and "unlawful" shall be construed accordingly. a "person" includes an individual, firm, company, corporation or unincorporated body of persons or any state or government or any agency thereof (in each case, whether or not having separate legal personality). "tax" includes any present or future tax, levy, impost, duty, rate, charge, fee, deduction or withholding of any nature and whatever called, imposed or levied by any governmental agency, together with any interest, penalty, charge, fee or other amount imposed or made on or in respect of any of the foregoing and "taxation" shall be construed accordingly. "written" and "in writing" include all means of reproducing words in a tangible and permanently visible form. 1.3 Miscellaneous: unless the context otherwise requires: (i) (ii) words denoting the singular number only shall include the plural and vice versa and words denoting any gender shall include all genders; words denoting individuals shall include corporations and vice versa; (d) (e) (f) reference to any statute, instrument and agreement shall be deemed to be reference to that statute, instrument and agreement as amended, replaced, or revoked from time to time; clause headings are inserted for convenience only and shall not affect the interpretation of any part of this agreement; references to a Holder includes its successors and assigns; references to the Bank includes its successors; the schedules to this deed shall form part of this deed. 2. ISSUE OF BONDS 2.1 Issue and creation: Bonds may be issued by the Bank pursuant to this deed at the times, in the quantities, to the persons and at the prices from time to time determined by the Bank. Each Bond shall be issued and created by entering in the Register the particulars of the Bond, substantially as specified in schedule 1. The Bonds shall be held subject to the provisions contained in this deed, including any additional conditions relating to any Bond (as contemplated by paragraph 21 of schedule 1) recorded in the Register in respect of that Bond, all of which will be binding upon the Bank and the Holders and all persons claiming through or under them respectively. 2.2 Application: The terms and conditions of this deed shall apply in respect of all debt securities issued by the Bank after the date of this deed in respect of which the Bank

9 8 states (whether in an Offering Document, or in any agreement, certificate or statement, or otherwise in writing) that those debt securities are intended to be constituted by and issued subject to this deed. 2.3 Form of Bonds: Each Bond shall: be in registered, uncertificated book entry form; have a principal amount of $1.00; and have a Tenor of one year or longer. 2.4 No certificates: No certificates of title in respect of a Bond will be issued to the Holders. Entitlement will be determined solely by entry in the Register. 2.5 Selling restrictions: (d) The Bank does not intend that Bonds be offered for sale in any jurisdiction other than New Zealand and, except as otherwise expressly provided in any Offering Document published by the Bank in respect of any Bonds, no action has been or will be taken by the Bank to permit a public offering of Bonds in any jurisdiction where action is required for that purpose other than New Zealand. Bonds may only be offered for sale or sold in conformity with all applicable laws and regulations in any jurisdiction in which they are offered, sold or delivered. No Offering Document in respect of any Bonds may be published, delivered or distributed in or from any country or jurisdiction except under circumstances which will result in compliance with all applicable laws and listing rules of any applicable stock exchange. Where the Bank states in any Offering Document that the relevant Bonds are not intended to be offered for sale or sold to the public, then no Holder shall offer for sale or sell any such Bonds to members of the public. By its purchase of Bonds, each Holder agrees to indemnify the Bank in respect of any loss, cost, liability or expense sustained or incurred by the Bank as a result of the breach by that Holder of the restrictions contained in this clause. 2.6 Listing: The Bank may seek to have Bonds listed and quoted on the NZDX Market. 2.7 Statements: Where Bonds are accepted for listing on the NZDX Market, the Bank must issue, or cause to be issued, to each Holder, a Statement in relation to each Bond issued to that Holder, in accordance with, and in the time required by, the Listing Rules. 3. STATUS AND SUBORDINATION 3.1 Status: The Principal Amount of, and interest on, the Bonds and all other moneys payable pursuant to this deed: are direct, unsecured, subordinated obligations of the Bank, ranking pari passu without any preference among themselves and at least equally with all other unsecured Subordinated Debt obligations of the Bank, present or future; and shall, in case of any distribution of assets in the Liquidation be subordinate and junior in right of payment to the obligations (except for Subordinated Debt) of

10 9 the Bank to Senior Creditors, whether now outstanding or incurred in the future, to the intent that all such obligations (other than Subordinated Debt) shall be entitled to be paid in full before any payment shall be made on account of the Principal Amount of, or interest on, the Bonds. 3.2 Contingent debt: In the event of the Liquidation, the Holders shall only be entitled to prove for the Principal Amount of, or interest or other moneys payable in respect of, the Bonds as a debt which is subject to and contingent upon prior payment of the Senior Creditors in full. The Holders hereby waive to the fullest extent permitted by law any right to prove in the Liquidation as a creditor ranking for payment equally with Senior Creditors. 3.3 No set-off: No Holder shall be entitled to set off against any amounts due in respect of the Bonds held by such Holder any amount held by the Holder to the credit of the Bank whether in an account, in cash or otherwise, nor any deposits with, advances to or debts of the Bank, nor any other amount owing by the Holder to the Bank on any account whatsoever. No Holder shall be entitled to effect any reduction of the amount due to such Holder in respect of a Bond by merger of accounts or lien or the exercise of any other rights the effect of which is or may be to reduce the amount due in respect of that Bond in breach of this deed. 3.4 Solvency: The obligation of the Bank: (i) (ii) to pay interest on the Bonds; or to repay the Principal Amount of any Bonds prior to their Maturity Date pursuant to an Early Repayment Election, whether prior or subsequent to the commencement of the Liquidation, is conditional upon the Bank being able to make such payment and remain Solvent and the ANZ National Group being Solvent immediately after such payment is made. No payment of: (i) (ii) interest on the Bonds; or the Principal Amount of the Bonds which, pursuant to an Early Repayment Election or otherwise, would fall due for payment prior to the Maturity Date for the relevant Bond, whilst the Bank or the ANZ National Group is Insolvent will be due, and instead such payment will become due for payment only if and when, and to the extent that, the Bank could make such payment and remain Solvent (whether or not it was in liquidation) and the ANZ National Group would be Solvent immediately after such payment is made. Prior to the commencement of the Liquidation interest will continue to accrue on any Bonds payment of which is suspended under this clause 3.4 subject to and in accordance with the provisions of clause Auditors' report: The Directors of the Bank shall, prior to exercising any Early Repayment Election, prepare a statement as to whether or not the Bank and the ANZ National Group is, or would be, in the circumstances contemplated by clause 3.4,

11 Default: Solvent for the purposes of clause 3.4. The Bank shall then procure that the Auditors give to it a report in writing (based on such information as the Bank may at the request of the Auditors make available to the Auditors and otherwise in compliance with any applicable financial reporting standard) as to whether anything has come to the Auditors attention which would cause them to believe that the statement has not been properly compiled. In the absence of proven error, such report shall be treated and accepted by the Bank and the Holders as correct and sufficient evidence of such fact. Subject to the preceding provisions of this clause 3 and to paragraph of this clause 3.6, if default is made for a period of seven days or more in the repayment of the Principal Amount of any Bonds to the Holder of those Bonds, each affected Holder, in order to enforce payment, shall only be entitled to institute proceedings for the Liquidation, provided that it shall not be such a default to withhold or refuse any payment in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment. A default in payment of interest, or otherwise in compliance with the terms and conditions of any Bonds, shall not entitle Holders to take proceedings against the Bank to recover payment of the Principal Amount of or interest on the Bonds, or for the Liquidation, prior to the Maturity Date of the relevant Bonds, provided that interest will continue to accrue on the Bonds, subject to and in accordance with the provisions of clause 5, notwithstanding that enforcement of payment of interest on, or the Principal Amount of, the Bonds is suspended under this clause 3. Subject to the preceding provisions of this clause 3, a Holder shall be entitled to prove in the Liquidation if any liquidation proceedings are commenced by any other creditor, and the Principal Amount of, and any accrued but unpaid interest on, the Bonds shall, for those purposes, be immediately due and payable. 3.7 Trust: Any payment whether voluntarily or in any other circumstances received from or on account of the Bank (including by way of credit, set-off or otherwise howsoever) or from any liquidator, receiver, manager or statutory manager of the Bank in breach of this clause 3 will be held by the relevant Holder in trust for and to the order of the Senior Creditors. The trust hereby created shall be for a term expiring on the earlier of the date on which all Senior Creditors have been paid in full or 31 August Companies Act: By purchasing a Bond, the Holder will be deemed to agree that: in accordance with section 313(3) of the Companies Act, it is accepting a lower priority in respect of the debt represented by such Bond than that which it would otherwise have under section 313; and nothing in sections 310 or 313 of the Companies Act will prevent this deed from having effect according to its terms. 3.9 Contracts (Privity) Act 1982: The provisions of this clause 3 are intended to be for the benefit of and enforceable by the Senior Creditors pursuant to the Contracts (Privity) Act Not deposit liabilities: The Principal Amount of, and interest on, the Bonds are not deposit liabilities of the Bank.

12 11 4. REPAYMENT OF BONDS 4.1 Maturity: Subject to clause 3, the Bank shall, on the Maturity Date of a Bond, unconditionally pay or cause to be paid to or to the order of the Holder the Principal Amount of the Bond and interest accrued to the date of repayment in accordance with the provisions of this deed. 4.2 Early Repayment Election: Subject to: the provisions of clauses 3.4 and 3.5; and the prior written consent of APRA, any Callable Bond shall, at the option of the Bank, be repayable on its Call Date by payment of the Principal Amount of the Bond and interest accrued to the date of repayment in accordance with the provisions of this deed. The Bank shall give at least 10 Business Days' irrevocable notice to the Holders in accordance with clause 14.3 of the exercise of an Early Repayment Election. 4.3 Acceleration on Liquidation: At any time after the commencement of the Liquidation, each Holder may by notice to the Bank declare the Bonds held by such Holder to have become due and payable, in which case, subject always to clause 3, the Principal Amount of such Bonds shall become due and payable together with interest accrued to the date of repayment in accordance with the provisions of this deed. 5. INTEREST 5.1 Fixed/Floating rate: Bonds may bear interest at a fixed rate or at a margin over the Base Rate, or a combination of both (in which case the Bond shall be a Fixed Rate Bond for the period during which it bears a fixed rate of interest and a Floating Rate Bond for the period during which it bears interest at a margin over the Base Rate). 5.2 Floating Rate Bonds: Interest Periods: Each Interest Period in relation to a Floating Rate Bond shall be a period of one, two, three or six months' duration (as specified by the Bank at the time of issue of the Bond and entered in the Register) and: (i) (ii) (iii) the first Interest Period will commence on the Issue Date (or the Call Date if the Bond initially has a fixed Coupon Rate) and each subsequent Interest Period will commence on expiry of the previous one; if an Interest Period would otherwise end on a day which is not a Business Day it will be extended to the next Business Day; if the final Interest Period would otherwise extend beyond the Maturity Date it will end on the Maturity Date. Payment: Subject to clause 3, the Bank shall pay interest on a Floating Rate Bond for each Interest Period at the rate per annum determined by the Agent to be the aggregate of the Margin for that Floating Rate Bond and the Base Rate for that Interest Period. Interest will be calculated on the basis of the number of days in the relevant Interest Period and a year of 365 days. Interest will accrue from day to day and shall be paid to the Holder in arrears on the Interest Payment Date for that Interest Period.

13 Fixed Rate Bonds: Payment: Subject to clause 3, the Bank shall pay interest on a Fixed Rate Bond at the Coupon Rate (if applicable, as reset pursuant to clause 5.3) for that Bond. Interest shall be payable in arrears in equal instalments (either quarterly or semi-annually as specified in the Register in respect of that Bond) on each Interest Payment Date for that Bond. Coupon Rate reset: The Coupon Rate for a Callable Bond which is to remain a Fixed Rate Bond if not repaid on the Call Date, for the period from and including the Call Date to but excluding the Maturity Date, will be determined on the Rate Reset Date to be the aggregate of the Reset Margin and the Benchmark Swap Rate on the Rate Reset Date. 5.4 Interest step-up: Bonds may be issued on the basis that the Margin and/or the Coupon Rate increases during the term of the Bonds, provided that: the increase is in accordance with any guidelines of the RBNZ and APRA which are applicable to the Bonds at the time they are issued; and the prior written consent of APRA to the terms of the increase is obtained. 5.5 Suspension: Each interest payment will be made subject to and in accordance with clause 3, provided that notwithstanding that any payment of interest may be suspended pursuant to clause 3, interest on the Bonds shall continue to accrue prior to the commencement of the Liquidation. 5.6 Default interest: If payment of the Principal Amount of a Bond is not made on its due date, interest shall accrue on the unpaid amount from the due date for payment until the date upon which the Bank's obligation to pay such amount is discharged. Such interest shall be payable at the interest rate applicable to the Bond under clause 5.2 or clause 5.3 and shall be calculated on the basis of a 365 day year and the actual number of days elapsed. 6. PAYMENTS 6.1 Manner of payments: All payments of the Principal Amount of, and interest on, a Bond shall be made in Dollars and in immediately available funds to the person recorded in the Register as the Holder as at close of business on the Record Date for the relevant payment. This clause applies notwithstanding any transfer of a Bond after the Record Date but before the due date for the relevant payment. Payments by the Bank in respect of a Lodged Bond will be made by utilising a "FIISCONF" payment transaction (or any replacement payment method utilised in relation to the Austraclear System). Payments in respect of an Unlodged Bond will be made in accordance with the provisions of the Agency Agreement. For certainty, the Bank and the Agent may, in making any payment in respect of a Lodged Bond (or for any other purpose), rely absolutely on the information regarding ownership of the beneficial interest in that Lodged Bond provided by the Manager at the relevant time (whether in writing, orally, electronically or by any other form of communication whatsoever). Any payment made by the Bank to a person appearing to be a Holder in reliance on such information provided by the Manager will be a complete and final discharge of the Bank's payment obligations in respect of that Lodged Bond.

14 Deductions or withholdings: All sums payable by the Bank in respect of a Bond shall be paid (except to the extent required by law): free of any restriction or condition; free and clear of and without any deduction or withholding on account of any tax; and without deduction or withholding on account of any other amount whether by way of set-off, counterclaim or otherwise. 6.3 NRWT: Subject to the following sentence, New Zealand non-resident withholding tax will be deducted from payments of interest (or payments deemed by law to be interest) to Holders who are not resident in New Zealand and who are not engaged in business in New Zealand through a fixed establishment in New Zealand. If the Bank is lawfully able to pay approved issuer levy (as defined in section 86F of the Stamp and Cheque Duties Act 1971) in respect of any payment of interest (or deemed interest) to a non-resident Holder, the Bank will pay the approved issuer levy to the appropriate authority and will deduct the amount paid from the interest (or deemed interest) payable to that Holder in lieu of deducting New Zealand non-resident withholding tax at the rate otherwise applicable from that payment. 6.4 RWT: New Zealand resident withholding tax will be deducted from payments of interest (or payments deemed to be interest) to Holders who are resident in New Zealand or who are engaged in business through a fixed establishment (as that term is defined in the Income Tax Act 2004) in New Zealand unless an appropriate exemption certificate is produced to the Agent no later than five Business Days before the relevant payment date. 6.5 Maximum rate: Deductions of New Zealand non-resident or resident withholding tax will be made at the maximum rates from time to time applicable unless a Holder provides evidence satisfactory to the Bank or the Agent that a lesser rate is applicable. 6.6 No gross-up: The Bank is not required to and need not make any additional payment by way of gross-up or otherwise with respect to the deduction or withholding from any payment made in relation to a Bond in accordance with clauses 6.3, 6.4 or Following Business Day: If the due date for any payment in respect of the Bonds is not a Business Day that payment shall be made on the following Business Day but the Holder shall not be entitled to any interest or other sum in respect of such postponed payment. 6.8 Complete discharge: All payments made in accordance with this clause 6 are valid and, to the extent of the sum so paid, effective to satisfy and discharge the liability of the Bank for the moneys payable on the relevant Bond. 6.9 Payments avoided by law: If any payment made to a Holder by, or on behalf of, the Bank is avoided by law or required to be repaid, it shall be deemed not to have discharged or affected the liability of the Bank in respect of which that payment was made except to the extent that the Holder retains the benefit of such payment. In such an event, the Holder and the Bank shall be restored to the position in which each would have been, and be entitled to exercise all the rights which each would have had, if such payment had not been made (to the extent that payment is so avoided or required to be repaid).

15 Taxation indemnity by Holder: If, in relation to any Bond, the Agent or the Bank becomes liable to make any payment of or on account of tax payable by the Holder, the Agent and the Bank are indemnified by the Holder in relation to such liability. Any moneys paid by the Agent or the Bank in relation to any such liability may be recovered from the Holder as a debt due to the Agent or the Bank (as the case may be) and may be withheld from further payments to that Holder. Nothing in this clause prejudices or affects any other right or remedy of the Agent or the Bank. 7. REGISTER 7.1 Maintenance of Register: So long as any of the Bonds are Outstanding the Bank: shall maintain or ensure that the Agent maintains a full and complete Register of the Bonds having the information specified in schedule 1 and otherwise in accordance with this deed and all applicable laws including the Listing Rules; and shall appoint, and maintain the appointment of, a registrar in respect of the Bonds. 7.2 Trusts disregarded: Except as ordered by a court of competent jurisdiction or as required by law, each Holder is to be regarded as the absolute beneficial owner of the Bonds registered in its name and the Bank nor the Agent shall be affected by any trust or other equity affecting any Bond, whether or not either of them is aware of the same. Neither the Bank nor the Agent will be required to obtain proof of identity of a Holder or its ownership of Bonds. 7.3 Inspection of Register: The Bank shall ensure that at all reasonable times during office hours the Register is made available to any Holder, any officer of a Holder or any person authorised in writing by a Holder, for inspection and for the taking of copies or extracts from it (at the expense of the person taking the copy or extract) in respect only of the Holder's own holding of Bonds. 7.4 Confidentiality of Register: Except as provided in clause 7.3 and to the extent that it shall be required by law to make any disclosure of information contained in the Register, the Bank shall ensure that the Register is kept confidential. 7.5 Closing of Register: The Bank may, from time to time, on giving notice to Holders either in accordance with clause 14 or by advertisement in a newspaper circulating in the district in which the Register is maintained, close the Register for any period or periods not exceeding, in aggregate, thirty days in any one year. Any such closure may not exceed the time, if any, permitted by NZX. 7.6 Reliance on Register: The Bank and the Agent shall be entitled to rely upon the entries in the Register as constituting the sole and conclusive record of the terms of all Bonds and as to the persons entitled to the Bonds. In particular, neither the Bank nor the Agent shall be liable to any Holder or former Holder for relying on the Register or for accepting as valid any detail recorded in the Register subsequently found to be forged, irregular or not authentic. 7.7 Joint Holders: Bonds may be held by two or more persons, who shall hold as joint tenants (unless the contrary intention is expressed in the application for Bonds or

16 15 instrument of transfer) with rights of survivorship. However, the joint Holders of a Bond are entitled to only one Bond in relation to their joint holding, which Bond is, other than where the joint Holders otherwise direct, to be issued to the joint Holder whose name appears first in the Register in relation to that joint holding. In respect of joint Holders of a Bond, only the person whose name is recorded first in the Register is to be entitled to delivery of any Statement, notice, certificate or other communication from the Bank, the Agent or NZX. If two or more persons apply to be registered as tenants in common, the Agent may, after receiving an application from one person and notifying the other person(s) of its intentions to do so, divide the Bonds into the share for which each person is expressed to be entitled and register each person as the holder of the Bonds representing the person's share. If the Bond cannot be divided into shares complying with the minimum denomination (if any) applicable to any Bonds, the Agent may refuse to accept the application. 7.8 Comply with requirements: The Bank must comply or procure compliance with all statutory requirements, and the requirements of this deed and the Listing Rules, in relation to the Register. 7.9 Conflict between Register and Statement: In the event of any conflict between a Statement for a Bond and the details recorded on the Register in relation to that Bond, the Register is to prevail Correction of errors: The Bank or the Agent may, on such evidence as appears to it to be sufficient, correct errors and remedy omissions in the Register. 8. TRANSFERS 8.1 Transfer: Subject to this clause 8 and to any applicable law restricting the right to transfer Bonds, a Holder may transfer all or any of the Bonds of which it is the Holder, provided that Bonds may be transferred only in multiples of $1,000, and no transfer shall be made if, as a result thereof, the aggregate Principal Amount of the Bonds registered in the name of the transferor or of the transferee would be less than $10,000 (or such lesser sum to which the Bank may in its absolute discretion consent). 8.2 Transfer: Unlodged Bond: Title to an Unlodged Bond passes upon the registration of a transfer of that Unlodged Bond in accordance with this deed, the Agency Agreement and the procedures maintained by the Agent for this purpose from time to time. Lodged Bond: Beneficial title to a Lodged Bond may be transferred from time to time in accordance with the procedures of the Austraclear System at the relevant time. Austraclear: Unlodged Bonds may be lodged with, and Lodged Bonds uplifted from, the Austraclear System, in accordance with the procedures of the Austraclear System at the relevant time. 8.3 Form of transfer: Subject to this deed, a Holder may transfer any Bond held by that Holder by: (i) a written instrument of transfer in a usual or common form signed by the transferor and the transferee and delivered to the office of the Agent; or

17 16 (ii) (iii) means of the FASTER system operated by NZX; or any other method of transfer approved by the Bank and the Agent and delivered to the office of the Agent. Each instrument of transfer must be accompanied by: (i) any other evidence (including legal opinions) that the Bank or the Agent reasonably requires to prove: (A) (B) (C) the title of the transferor; or the transferor's right to transfer the Bonds; or the identity of the transferor and/or the transferee; and (ii) if the form of the transfer is executed by some other person on behalf of the transferor or, in the case of the execution of the form of transfer on behalf of a corporation by its officers, the authority of that person to so execute that transfer. 8.4 Registration process: Subject to clause 8.4, neither the Bank nor the Agent shall charge a fee to any Holder for: (i) (ii) (iii) (iv) (v) (vi) registering transfers of Bonds; or splitting Statements in relation to Bonds; or issuing Statements (where bound to do so) and transmission receipts in relation to Bonds; or using holder or FASTER identification numbers in relation to Holders; or effecting conversions between sub-registers (if any) of the Register; or noting transfer forms in relation to Bonds. The Bank and the Agent may: (i) (ii) charge a fee where Statements are issued to replace a lost or destroyed Statement; and require the payment of any taxes and other governmental charges payable as a result of the registration of any holding of Bonds or the transfer of Bonds. (d) Neither the Bank nor the Agent will refuse to register or fail to register or give effect to a transfer of Bonds except as permitted by this deed, any applicable law or the Listing Rules. Subject to clause 8.5, a transfer of a Bond which is listed on the NZDX Market will be effected by the Agent within the time prescribed by the Listing Rules.

18 Refusal to register transfers: The Bank may direct the Agent to refuse to register any transfer of Bonds where this deed or the Listing Rules or any applicable law permits or requires the Bank to do so. The Agent shall refuse to register any transfer where this deed or the Listing Rules or any applicable law requires the Bank or the Agent to refuse to register the transfer. 8.6 Notice of refusal to register: Where registration of a transfer of Bonds is refused under clause 8.5, the Agent must give written notice of the refusal and the precise reasons (if any) for the refusal to the party lodging the transfer within five Business Days after the date on which the transfer was lodged. Failure to give any such a notice will not invalidate the refusal to register. 8.7 Retention of instruments of transfer: The Agent must retain on behalf of the Bank all instruments of transfer of Bonds which are registered, but any instrument of transfer of Bonds the registration of which was declined or refused (except on the ground of suspected fraud) must be returned to the party lodging the transfer. 8.8 Acquisition of Bonds by operation of law: When the right to any Bond is acquired by any person in any manner other than by way of a transfer under this deed (whether on the dissolution, death or bankruptcy of the relevant Holder, or under a writ of execution, or otherwise) the Agent, on application by or on behalf of that person and on being satisfied that such person is legally entitled to be registered as the Holder of that Bond, will enter that person s name in the Register as the Holder of that Bond accordingly. 8.9 Sale of less than minimum holding: The Bank may at any time give notice to any Holder holding less than the minimum holding of a class of Bonds that are quoted on the NZDX Market that the Bank intends to exercise the power of sale of those Bonds set out in this clause 8.9, subject to and in accordance with the Listing Rules. If the Bank's power of sale becomes exercisable: (i) (ii) (iii) the Bank may arrange for the sale of those Bonds through the NZDX Market or in some other manner approved by NZX; the Holder will be deemed to have authorised the Bank to act on the Holder's behalf and to execute all necessary documents for the purposes of that sale; the Bank is to account to the Holder for the net proceeds of sale of the Bonds (after deduction of reasonable sale expenses), which are to be held on trust for the Holder by the Bank and paid to the Holder on surrender of any Statement for the Bonds sold; and the title of a purchaser of any Bonds sold in accordance with this clause 8.9 will not be affected by any irregularity or invalidity in the exercise of the power of sale or the sale itself Address, account details and tax residency of Holders: A transferee of Bonds must designate to the Agent an address, and a bank account to which payments under or in respect of the Bonds transferred to it are to be made and the address and account so designated will be the address and account of such Holder for all purposes of this deed. Any change of name or address, or account to which payments are to be made, of a Holder must immediately be notified in writing to the Agent, accompanied by such evidence of such change as the Agent may reasonably require, and the Register will be amended accordingly. Each Holder shall give written notice to the Agent of its residency for taxation purposes.

19 Reliance on documents: The Bank and the Agent shall be entitled to accept and assume the authenticity and genuineness of any instrument of transfer or other document, and will not incur any liability for registering any instrument of transfer which is subsequently discovered to be a forgery or otherwise defective, unless the Bank or the Agent had actual notice of such forgery or defect at the time of registration of such instrument of transfer Treasury instruments: The Bank and/or any Related Company of the Bank may subscribe for Bonds or acquire Bonds from any Holder. Any Bond acquired by the Bank or a Related Company of the Bank may, at the option of the Bank, be cancelled upon registration of the Bank or such Related Company as Holder. Any Bond which is not cancelled may be held by the Bank or such Related Company, and may be subsequently transferred in accordance with this deed. 9. REPRESENTATIONS AND WARRANTIES 9.1 The Bank represents and warrants to each Holder that: Status: It is a company duly incorporated and validly existing under the laws of New Zealand with perpetual corporate existence, capable of suing and being sued, and has the power and authority to own its assets and to carry on its business as, and in such place or places as, it is now being conducted. Power and authority: It has: (i) (ii) the corporate power to enter into, exercise its rights and perform and comply with its obligations under the Transaction Documents and to issue the Bonds; and taken all necessary corporate action to authorise the entry into, execution and delivery of the Transaction Documents, the issuing of the Bonds and the performance of all its obligations under the Transaction Documents and the Bonds. Valid obligations: The Transaction Documents constitute, and the Bonds when issued will constitute, the legal, valid and binding obligations of the Bank enforceable against it. 9.2 Repetition: The representations and warranties contained in clause 9.1 will be deemed to be repeated by the Bank on each Interest Payment Date by reference to the facts and circumstances existing on those dates. 10. COVENANTS 10.1 The Bank covenants with the Holders that, so long as any of the Bonds remain Outstanding, it will: Maintain Agents: at all times maintain a paying agent and registrar (either or both of whom may be the Bank) of the Bonds pursuant to an Agency Agreement; Change of Agent: give or procure that there is given to the relevant Holders not less than 30 days' prior notice of the appointment, variation or termination of the appointment, of any Agent other than the appointment of the first Agent or of any change of any Agents' specified offices; and

20 19 Compliance with Agency Agreement: comply with and perform all its obligations under the Agency Agreement and use all reasonable endeavours to ensure that each of the Agents also does so. 11. AGENT 11.1 Computershare Investor Services Limited shall, at least initially, act as registrar and paying agent for the Bonds. At any time and from time to time after the date of this deed, the Bank may appoint another person or other persons to be the Agent, and, subject to the terms of the Agency Agreement, may vary or terminate the appointment of any Agent so appointed or approve any change in any office of such Agent. The Bank shall give not less than 14 days' prior notice to Holders in accordance with clause 14.3 of any variation, termination, appointment or removal of any Agent, other than in circumstances where, under the terms of the Agency Agreement, the Agent may be removed forthwith, in which case the Bank shall give such notice as soon as reasonably practicable thereafter. 12. MEETINGS OF HOLDERS 12.1 All meetings of Holders or any Class of Holders shall be convened and held in accordance with the provisions set out in schedule BENEFIT OF DEED AND AMENDMENT 13.1 Acknowledgement: The Bank acknowledges that this deed is made for the benefit of, and is intended to be enforceable by, any person who is from time to time a Holder Limited right to amend: Save as provided in clause 13.3, the Bank may not cancel, vary or amend any provision of this deed while any Bonds are Outstanding Amendments without consent: The Bank may, by a deed supplemental to this deed amend the provisions of this deed: without the consent of any Holder where such amendment is of a minor or technical nature or will not be of any prejudice to the Holders or is expressed to be inapplicable to any Bonds then Outstanding or is made to comply with applicable law including the Listing Rules; or if the amendment is approved by an Extraordinary Resolution of Holders, provided that if any regulatory consents to the amendment are required each such consent has been obtained Amendments with consent of Holders: Without limiting clause 13.3, in relation to each Class the provisions of this deed may be amended in respect of that Class if the amendment has been approved by an Extraordinary Resolution of that Class of Holders. Where an amendment requiring approval of the Holders relates to or arises from any general change in the constitution, affairs or business of the Bank, such approval shall not be required to be dealt with by way of separate meetings of each such Class of Holders Notice: Notice of any proposed variation under clause 13.3 or 13.4 shall be given by the Bank to each Holder or, if it affects one or more Classes of Holders but not all Classes of Holders, to the Holders of each affected Class of Holders, not less than 14