Investment Statement for Medium Term Notes

Transcription

1 Investment Statement for Medium Term Notes This is an Investment Statement for the purpose of the Securities Act 1978 for Medium Term Notes issued by Westpac New Zealand Limited ( Westpac NZ, us, we or our ) from time to time. This Investment Statement is prepared as at 22 May Westpac NZ Investment Statement for Medium Term Notes 1

2 Important information (The information in this section is required under the Securities Act 1978.) Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself. Choosing an investment When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below: Page What sort of investment is this? 4 Who is involved in providing it for me? 4 How much do I pay? 5 What are the charges? 5 What returns will I get? 6 What are my risks? 9 Can the investment be altered? 10 How do I cash in my investment? 10 Who do I contact with inquiries about my investment? 11 Is there anyone to whom I can complain if I have problems with the investment? 11 What other information can I obtain about this investment? 12 In addition to the information in this document, important information can be found in the current disclosure statement for Westpac NZ. You are entitled to a copy of that disclosure statement on request at any branch of Westpac NZ, free of charge. A copy is also available on our website at (click on the link Disclosure Statements at the bottom left corner of the homepage). The Financial Markets Authority regulates conduct in financial markets The Financial Markets Authority regulates conduct in New Zealand s financial markets. The Financial Markets Authority s main objective is to promote and facilitate the developments of fair, efficient, and transparent financial markets. For more information about investing, go to Financial advisers can help you make investment decisions Using a financial adviser cannot prevent you from losing money, but it should be able to help you make better investment decisions. Financial advisers are regulated by the Financial Markets Authority to varying levels, depending on the type of adviser and the nature of the services they provide. Some financial advisers are only allowed to provide advice on a limited range of products. When seeking or receiving financial advice you should check- the type of adviser you are dealing with: the services the adviser can provide you with: the products the adviser can advise you on. A financial adviser who provides you with personalised financial adviser services may be required to give you a disclosure statement covering these and other matters. You should ask your adviser about how he or she is paid and any conflicts of interest he or she may have. Financial advisers must have a complaints process in place and they, or the financial services provider they work for, must also belong to a dispute resolution scheme if they provide services to retail clients. So if there is a dispute over an investment, you can ask someone independent to resolve it. Most financial advisers or the financial services provider they work for must also be registered on the financial service providers register. You can search for information about registered financial service providers at You can also complain to the Financial Markets Authority if you have concerns about the behaviour of a financial adviser. Purpose The purpose of this Investment Statement is to provide certain key information that is likely to assist a prudent but non-expert person to decide whether or not to subscribe for, or acquire, the Notes. Westpac NZ Investment Statement for Medium Term Notes 2

3 Other important information We recommend that you also read the Note Deed Poll pursuant to which the Notes are issued. Copies of the Note Deed Poll may be obtained free of charge from Link Market Services Limited (at Level 16, Brookfields House, 19 Victoria Street West, PO Box 91976, Auckland 1142), from the Treasurer of Westpac NZ (at Westpac on Takutai Square, 53 Galway Street, Auckland 1010 or PO Box 934, Shortland Street, Auckland 1140) or from your usual contact at Westpac NZ. Definitions Capitalised terms used in this Investment Statement have defined meanings which appear in the Glossary section or within the relevant section of this Investment Statement. All references to $ are to New Zealand dollars unless specified otherwise. Notes are offered to the public in New Zealand only Westpac NZ is not offering the Notes in this Investment Statement to the public in any jurisdiction other than New Zealand. Therefore: this Investment Statement is not an offer of Notes to the public in any country or jurisdiction other than New Zealand; Westpac NZ has not taken any action, and will not take any action, to allow the Notes to be offered to the public in any country or jurisdiction other than New Zealand; Westpac NZ will not allow for the possession or distribution of any offering material to the public in any country or jurisdiction other than New Zealand. No person may: purchase, or offer, sell, distribute or deliver to any person in any jurisdiction, any Notes offered in this Investment Statement; or have in their possession, or distribute to any person in any jurisdiction, any offering material (including this Investment Statement) or any documents in connection with the Notes offered in this Investment Statement, except, in each case, where that person is complying with all applicable laws and regulations. Any person or entity applying for Notes is deemed to represent that they are not in a jurisdiction which prohibits the making of an offer of this kind and are not acting for a person in such a jurisdiction. Under the Note Deed Poll each Noteholder indemnifies Westpac NZ in respect of any loss incurred as a result of that Noteholder breaching the above selling restrictions. Westpac NZ Investment Statement for Medium Term Notes 3

4 What sort of investment is this? Debt Securities This Investment Statement relates to Medium Term Notes. The Notes are unsecured NZ$ debt securities offered by Westpac NZ from time to time. The Notes are issued under a Note Deed Poll. The terms and conditions of a Note are those set out in the Note Deed Poll, the Terms of Offer, this Investment Statement and the applicable Application Form. The Notes may be issued at par, at a premium or at a discount, and earn interest at fixed and/or floating rates. Each issue of Notes may be issued in one or more Tranches as Westpac NZ may from time to time determine. The Tranches may have different Interest Rates, Interest Payment Dates and/or Maturity Dates, the details of which will be set out in the Terms of Offer for the relevant Tranche. Registered Notes The Notes will be issued in registered form. This means that title to a Note will be conclusively determined by the name of the holder entered in the Register in respect of that Note. We will be entitled to deal exclusively with the person(s) named in the Register for all purposes, including making any payments. Further Issues We may from time to time borrow or raise additional debt (whether under the Note Deed Poll or otherwise) on such terms as we may in our discretion determine, ranking equally with, ahead of, or behind, any Notes without your consent. Notes not Listed We have no intention at the date of this Investment Statement to list Notes on any stock exchange, including NZX Limited. Notes Issued in Unsubordinated or Subordinated Form Notes will be issued as either Unsubordinated Notes or Subordinated Notes this will be specified in the Terms of Offer for each Tranche. Unsubordinated Notes will constitute direct, unsecured and unsubordinated obligations of Westpac NZ, and will rank equally with each other and at least equally with all other unsecured, unsubordinated obligations of Westpac NZ, except obligations preferred by law. Subordinated Notes will constitute direct, unsecured and subordinated obligations of Westpac NZ, and will, subject to the applicable Conditions, rank equally with each other and rank at least equally with all other unsecured, subordinated obligations of Westpac NZ having a fixed maturity date (other than those subordinated obligations having a fixed maturity date which by their terms rank ahead of, or behind, the Subordinated Notes), except obligations preferred by law. Further information regarding the ranking of Notes is set out in the section What are my risks? below. Who is involved in providing it for me? Issuer The issuer is Westpac New Zealand Limited. Our principal place of business is Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand (contact address: Westpac on Takutai Square, 53 Galway Street, Auckland 1010, New Zealand). Our principal place of business and/or contact address may change from time to time. Our current address is available on the Companies Office website at Westpac has a longstanding commitment to New Zealand, dating from 1861, when it commenced operating as the Bank of New South Wales. Westpac conducts its New Zealand banking business through two banks: Westpac NZ (incorporated in New Zealand) and the New Zealand Branch of Westpac Banking Corporation (incorporated in Australia). Westpac NZ was incorporated in New Zealand on 14 February 2006 and is a registered bank under the Reserve Bank of New Zealand Act Westpac NZ or any subsequent issuer of Notes may, without the consent of Noteholders, nominate another person to take the place of Westpac NZ under the Note Deed Poll. Such substitution may only occur if certain requirements in the Note Deed Poll are met. Westpac NZ provides a wide range of consumer, business and institutional banking products and services to consumers, small to medium sized businesses, large corporate and institutional customers and the New Zealand Government. Details of Westpac NZ s current credit rating are available at (search for credit rating ). A credit rating is not a recommendation to buy, sell or hold Notes. Directors of the Issuer Our directors, as at the date of this Investment Statement, are: Peter David Wilson (Chairman) Peter Graham Clare Malcolm Guy Bailey Philip Matthew Coffey Janice Amelia Dawson Christopher John David Moller Our directors may change from time to time. A current list of directors is available on the Companies Office website at Notes not Guaranteed by Westpac Banking Corporation The Notes do not represent a protected account, deposit or liability of Westpac Banking Corporation ABN ( Ultimate Parent Bank ) or any other company in the Westpac Banking Corporation group ( Westpac Group ) other than Westpac NZ. Neither the Ultimate Parent Bank nor any other company in the Westpac Group stands behind or otherwise guarantees Westpac NZ or the principal amount or investment performance of any financial product acquired from or through Westpac NZ. Westpac NZ Investment Statement for Medium Term Notes 4

5 How much do I pay? Minimum and Maximum Investment Unless the Terms of Offer for the Tranche specify otherwise, the minimum amount you must initially invest in each Tranche is $10,000 and thereafter in multiples of $1,000. If there is a maximum principal amount of Notes being offered in a Tranche, this will be set out in the Terms of Offer for that Tranche. If no such maximum amount is specified in the Terms of Offer for a Tranche, then there is no limit on the amount of Notes that you may apply for in respect of such Tranche. Making an Investment To make an investment you must complete an Application Form and pay the Subscription Price of the Notes. If applications are made for settlement through NZClear If you are a member of NZClear, or if payments can be made on your behalf through NZClear, you may settle your application for Notes on the applicable Issue Date through NZClear. If applications are made for settlement other than through NZClear If you are not a member of NZClear (or are a member of NZClear and wish to settle your application prior to the relevant Closing Date) then you must pay for the Notes applied for by cheque or, if the aggregate Subscription Price for those Notes is $500,000 or more, by bank cheque or any other method that you agree with us. Application and Payment Process Unless the Terms of Offer for the Tranche specify otherwise, all completed Application Forms plus payment for the Subscription Price should be: mailed or delivered to the Registrar at the address specified in the Application Form to arrive before 5.00pm on the Closing Date; or delivered to any Westpac NZ branch before 5.00pm on the Closing Date; or mailed to Westpac NZ at PO Box 934, Shortland Street, Auckland, 1140, to arrive before 5.00pm on the Closing Date. Application Forms received after 5.00 pm (or such other time specified in the Terms of Offer) on the relevant Closing Date, or not postmarked on or before that Closing Date, will not be accepted, unless we otherwise agree (in our absolute discretion). All cheques are to be made in New Zealand dollars drawn on a bank account held with a registered bank in New Zealand and made payable to Westpac New Zealand Limited and crossed Not transferable. They must not be post-dated. If an applicant's payment for Notes is dishonoured, we may forfeit any Notes issued to that applicant, and may pursue the applicant for damages suffered by Westpac NZ. We reserve the right to change the Opening Date or the Closing Date in respect of any Tranche. Subscription Price The Subscription Price payable for any Notes may be equal to, less than, or more than the Principal Amount of the Notes. The Terms of Offer for each Tranche will detail the Subscription Price for that Tranche or how the Subscription Price for that Tranche will be calculated. If you have any queries regarding the actual amount you will be required to pay for any Notes subscribed for, you can contact the Registrar at the address and telephone number set out in the section Who do I contact with inquiries about my investment? below. We will not accept your application until we have received full payment of the Subscription Price in cleared funds. What are the charges? You do not pay us any charges in connection with your investment in the Notes, unless you are a non-resident investor and you asked us to pay Approved Issuer Levy ( AIL ). Elect to Pay AIL If you are a non-resident investor and you are not engaged in business through a fixed establishment in New Zealand, you can ask us to pay AIL to the Inland Revenue ( IRD ) at the AIL rate applicable from time to time (as at the date of this Investment Statement, 2%). AIL is essentially a fee paid in order to deem the withholding tax to be zero and only applies in limited circumstances refer to the IRD website for further details. We will deduct an amount equal to the AIL from the gross interest paid to you. This amount is not refundable. See What returns will I get? for further details. Secondary Market Fees You may be charged a fee or commission if you buy or sell Notes on the secondary market (being the market in which previously issued debt securities are bought and sold). Westpac NZ takes no responsibility for the pricing actions of other secondary market participants (including any financial adviser through whom you buy or sell Notes). Any fee or commission must be negotiated between you and the relevant secondary market participant directly. Applicants receiving a firm allocation from an NZX Primary Market Participant will need to send their completed Application Form plus the payment for the Subscription Price to the NZX Primary Market Participant providing that firm allocation. We may refuse any application, or accept an application in part only, without giving any reason. Any application money received in respect of an application which we have declined in whole or part will be refunded in whole or part (as the case may be) (without interest) to the applicant. Westpac NZ Investment Statement for Medium Term Notes 5

6 What returns will I get? The information set out in this section should be read in conjunction with the information set out in the section What are my risks? below. Certain events could reduce or eliminate the returns you could receive from holding the Notes. Returns The returns you will receive will depend on the Subscription Price and Interest Rate applicable to the Tranche, the term of the investment and any taxes applicable to your investment. Principal Unless some other amount is provided for in the applicable Conditions, we will repay the Principal Amount on the Maturity Date for your Note, subject to our right to redeem your Notes early in certain circumstances (refer to Early Redemption of Notes below). Interest Rate Notes will bear a fixed and/or floating rate of interest which is payable by Westpac NZ in arrears on the Interest Payment Dates. The final Interest Payment Date will be the Maturity Date for a Tranche, subject to our right to redeem Notes early in certain circumstances (refer to Early Redemption of Notes below). The Interest Rate (or the basis upon which it is to be calculated) and the Interest Payment Dates for a Tranche will be set out in the relevant Terms of Offer for that Tranche. If an Interest Payment Date is not a Business Day, payment will be made on the next day which is a Business Day and you will not be entitled to further interest, except as provided in the Note Deed Poll or the Terms of Offer. Each Note will cease to earn interest from (and excluding) the Maturity Date (or any applicable earlier redemption date) unless payment of the Principal Amount on that Note is improperly withheld or refused. If that occurs, interest will continue to accrue on a daily basis (after, as well as before, any judgment) up to, but excluding, the date on which payment in full of the relevant Principal Amount is made. Change of Interest Rate if Notes not redeemed on Call Option Date If the relevant Terms of Offer for any Tranche of Subordinated Notes specify a Call Option Date for that Tranche, and we do not redeem that Tranche on the specified Call Option Date, then, the relevant Terms of Offer may provide that the Interest Rate applicable to that Tranche will be reset. The reset Interest Rate will apply to that Tranche from the specified Call Option Date until the Maturity Date of those Notes (subject to any additional right of Westpac NZ to redeem those Notes early as discussed in the section Early Redemption of Notes below). The reset Interest Rate (if any) will be set out in the relevant Terms of Offer, and will be the rate specified as the Step-Up Interest Rate (for fixed interest rate Notes) or the sum of the Reset Margin and the relevant floating interest rate (for floating interest rate Notes). The Interest Rate applicable to Unsubordinated Notes will not be reset if any Unsubordinated Notes are not redeemed by Westpac NZ on the applicable Call Option Date, unless the Conditions specifically provide otherwise. Interest may be withheld on Subordinated Notes If, on any Interest Payment Date in respect of a Subordinated Note: Westpac NZ is not Solvent; or Westpac NZ would not be Solvent immediately after making that payment of interest, then we may not pay, and shall withhold, any interest that would otherwise be payable. If Westpac NZ would remain Solvent immediately after paying a portion of the moneys, then that proportion of the amount payable will be paid to Noteholders on a pro rata basis. Any interest withheld will remain owing and may earn interest in accordance with the Conditions. The due date for payment of such withheld amounts (or any portion) shall not arise until the earlier of: Westpac NZ becoming Solvent and remaining Solvent immediately after making the payment of the withheld amounts (or such portion as would result in Westpac NZ remaining Solvent immediately after the payment of that portion); or the commencement of the liquidation, winding up or dissolution of Westpac NZ, Westpac NZ being removed from the register of companies or the appointment of a statutory manager in respect of Westpac NZ (in each case other than for the purposes of a solvent reconstruction or amalgamation). In such circumstances, the payment of all withheld amounts will be subordinated to all moneys payable by Westpac NZ to Senior Creditors and is subject to, if required, obtaining the prior written consent of the Reserve Bank of New Zealand (the Reserve Bank ) and the Australian Prudential Regulation Authority ( APRA ). For further information regarding the action that you may take when interest or principal is withheld after the due date for payment refer to Early Repayment of Notes due to an Event of Default below. Payment of Interest Interest will be paid on a Note to the person who is registered as the Noteholder of that Note as at the close of business on the Record Date for the relevant Interest Payment Date. Interest will be paid to your nominated New Zealand bank account or such other account as advised to the Registrar in writing from time to time. You must notify the Registrar of a change in bank account prior to the Record Date for the payment. If you have not nominated a bank account, interest will be paid by cheque and posted to the address shown in the Register. The interest will not be re-invested. Westpac NZ Investment Statement for Medium Term Notes 6

7 Early Repayment of Notes due to an Event of Default Unsubordinated Notes If an Event of Default occurs and continues in relation to an Unsubordinated Note, a Noteholder of that Note may, by notice in writing to us (with a copy to the Registrar), require any Unsubordinated Notes held by that Noteholder to be repaid early. The Events of Default that apply to Unsubordinated Notes are described in the Conditions and include: if Westpac NZ does not pay any principal or interest in respect of the Unsubordinated Notes within 14 days of the due date; or if Westpac NZ becomes insolvent, or a liquidator or receiver is appointed in respect of Westpac NZ or the whole or a major part of its assets, or Westpac NZ enters into some arrangement with or for the benefit of its creditors (other than for the purposes of a solvent reconstruction or amalgamation); or the commencement of the liquidation, winding-up or dissolution of Westpac NZ, Westpac NZ being removed from the register of companies or the appointment of a statutory manager in respect of Westpac NZ (in each case other than for the purposes of a solvent reconstruction or amalgamation); or any additional event of default specified in the applicable Conditions. Subordinated Notes If an Event of Default occurs and continues in relation to a Subordinated Note, a Noteholder of that Note may, by notice in writing to us (with a copy to the Registrar), require any Subordinated Notes held by that Noteholder to be repaid early. The Events of Default that apply to Subordinated Notes are described in the Conditions and include: the commencement of the liquidation, winding-up or dissolution of Westpac NZ, Westpac NZ being removed from the register of companies or the appointment of a statutory manager in respect of Westpac NZ (in each case other than for the purposes of a solvent reconstruction or amalgamation); or if Westpac NZ does not pay any principal or interest in respect of the Subordinated Notes within 30 days of the due date, unless such amount is withheld in order to comply with any law or requirement of a regulatory authority (including the Reserve Bank and APRA); or any additional event of default specified in the applicable Conditions. Consequences of Event of Default If an Event of Default (as described above) occurs and continues, you may take action to put Westpac NZ into liquidation, but shall not otherwise be entitled to claim, demand, sue or prove for the principal or interest amounts except to the extent, and only to the extent, necessary to preserve your claim in any liquidation of Westpac NZ. In the event of the liquidation of Westpac NZ, the rights of Noteholders of Subordinated Notes to the Principal Amount of, and interest on, those Notes, are subordinated to all moneys payable by Westpac NZ to Senior Creditors (which include holders of Unsubordinated Notes). In this situation, no Subordinated Noteholders will be paid until the Senior Creditors and other creditors preferred by law have been repaid in full and, if required, the prior written consent has been obtained from the Reserve Bank and APRA. Noteholders will not have the right to set off amounts owed to them under any Subordinated Notes they hold against any amounts they owe Westpac NZ. For a further description refer to the section headed Consequences of Insolvency - Subordinated Notes below. Early Redemption of Notes Early Redemption at Option of Westpac NZ We may, at our option (but without any obligation to do so), elect to redeem any Tranche of Notes early on any specified Call Option Date set out in the applicable Terms of Offer in respect of that Tranche of Notes, or on any Interest Payment Date following the Call Option Date. Early Redemption for Regulatory Event Subordinated Notes only We may, at our option (but without having any obligation to do so), elect to redeem any Tranche of Subordinated Notes early if we receive notification from the Reserve Bank or APRA that such Tranche is not, or will cease to be, eligible to be treated as capital. We may redeem Notes in this situation on the first Interest Payment Date for that Tranche falling at least 30 days after we give a redemption notice to Noteholders. Early Redemption for Tax Reasons We may, at our option (but without having any obligation to do so), elect to redeem any Tranche of Notes early if we are or will become obliged to make any deduction or withholding on account of New Zealand withholding tax from any payment to you because of any change in, or amendment to, New Zealand laws, regulations or rulings, or any change in the application or official interpretation of such laws or regulations, which becomes effective after the date on which the first Tranche of Notes is issued under the Note Deed Poll, and if Westpac NZ is unable to avoid such obligation by taking reasonable measures available to it. This includes circumstances where the rate of AIL payable in respect of any Notes is increased from the rate applying at the time the first Tranche of Notes is issued under the Note Deed Poll. The redemption will occur on the first Interest Payment Date for that Tranche falling at least 30 days after we give a redemption notice to Noteholders. The redemption notice may not be given more than 60 days prior to the Interest Payment Date which is immediately before the first date that we are obliged to make the relevant deduction or withholding. In the case of Subordinated Notes, we may only redeem the applicable Tranche of Subordinated Notes in any of the early redemption circumstances described above if: Westpac NZ will meet the Solvency Requirements at the time the Tranche is redeemed, and both Westpac NZ and Westpac NZ s consolidated financial reporting group will be Solvent immediately after redeeming the Tranche; the prior written consent of the Reserve Bank and APRA, if required, is obtained; and any other condition specified in the applicable Conditions has been met. Westpac NZ Investment Statement for Medium Term Notes 7

8 If we elect to redeem any Tranche in any of the circumstances described above, we must give irrevocable notice of early redemption to all Noteholders holding Notes of that Tranche specifying: the Notes that will be redeemed; the early redemption date, which will be either the applicable Call Option Date, or an Interest Payment Date; and the Principal Amount payable in respect of the Notes that are to be redeemed. Early Sale of Notes by Noteholder Your return may also be affected by interest rate fluctuations or factors that could affect the market value of your Notes if you choose to sell Notes before maturity (see What are my risks? below). Taxation Returns on Notes will be affected by taxes. We will, without liability to compensate you, deduct any applicable withholding taxes from the gross amount the interest payable on your investment (whether it is paid to you or accrued for your benefit) and other amounts paid to you in accordance with the provisions of the Income Tax Act 2007 (the Tax Act ) or other legislation applicable at the time. Under the Note Deed Poll, each Noteholder indemnifies Westpac NZ and the Registrar in respect of any tax which Westpac NZ or the Registrar becomes liable to pay on behalf of that Noteholder. Westpac NZ and the Registrar may deduct any indemnity payment from future amounts payable. This description of the tax treatment of the Notes is of a general nature only. You should consult your own tax adviser as to how the tax legislation applies in your particular circumstances. In particular, you should consult your tax advisor in relation to your tax residency and status and the effect of any relevant tax legislation in your particular circumstances. Any changes to your tax status or tax residency or election made in relation to AIL must be provided to the Registrar at least 10 Business Days prior to the Record Date for the relevant payment. Resident Withholding Tax If you are, or as provided below are assumed to be, a New Zealand tax resident or you are a non-resident engaged in business through a fixed establishment (as defined in the Tax Act) in New Zealand, we are required to deduct resident withholding tax ( RWT ) from any gross interest payable to you. However if you give us your valid RWT exemption certificate (or other legal exemption) or we are otherwise satisfied that such deductions are not required by law, we will not be required to deduct RWT from any gross interest payable to you. Please provide the Registrar with your IRD number, as we are required to provide it to the IRD. If you do not supply your IRD number to the Registrar, RWT will be deducted at the nondeclaration rate. If you provide the Registrar with your IRD number, you may elect to have RWT deducted at one of the statutory rates. Current RWT rates can be found at maturity). Any overpayment of withholding tax can generally be directly refunded by the IRD by lodging a tax return directly with the IRD. Non-Resident Withholding Tax If you are not a New Zealand tax resident and you are not engaged in business through a fixed establishment in New Zealand ( Non-resident Holder ), we are required to deduct non-resident withholding tax ( NRWT ) at the applicable rate from the gross interest paid to you. The NRWT rate payable varies depending on any double-tax agreement between New Zealand and the Noteholder s country of residence. Current NRWT rates can be found at However, if a Non-resident Noteholder derives interest under Notes jointly with a person who is resident in New Zealand for tax purposes, then NRWT is deducted at the applicable RWT rate. Where a non-resident who is not the legal Noteholder is beneficially entitled to interest under a Note, the legal Noteholder should consult their own taxation advisers about any withholding obligations. Westpac NZ is an approved issuer and is entitled to make a payment of AIL in respect of the relevant amount of interest or other amounts paid to you. For so long as this approved issuer status remains, if you are not a New Zealand tax resident, you can elect to have an amount equal to the AIL payable by us deducted from the gross interest paid to you instead of NRWT, unless you beneficially derive the interest jointly with a New Zealand tax resident. When determining our liability to deduct withholding taxes, we will assume that you (and any person who beneficially derives interest jointly with you) are a New Zealand tax resident unless you satisfy us otherwise. We cannot refund any withholding tax correctly deducted on previous interest paid on a Note (e.g. when interest is paid prior to maturity). Any overpayment of withholding tax can generally be directly refunded by the IRD by lodging a tax return directly with the IRD. Tax on Gains on Disposal Under the financial arrangements rules, net gains on the sale of Notes will be taxable to Resident Noteholders. Non-resident Noteholders may also be subject to tax on such net gains. Noteholders should consult their own taxation advisers about the effect of taxes on their investment in any Notes. Recognition of Income and Expenditure under the Financial Arrangement Rules A Noteholder that is not a cash basis person (as defined in the Tax Act) may be required to spread income and expenditure over the term of the Notes using one of the spreading methods in the financial arrangements rules. Such Noteholders should consult their own taxation advisers about the effect of taxes on their investment in any Notes. An original or certified copy of an appropriate RWT exemption certificate must be provided to the Registrar at least 10 Business Days prior to the Record Date for the relevant payment. We cannot refund any withholding tax correctly deducted on previous interest paid on a Note (e.g. when interest is paid prior to Westpac NZ Investment Statement for Medium Term Notes 8

9 No Gross-up/Maximum Rate Without limiting the above: we will not be required to and will not make any additional payment for the amount deducted due to tax or otherwise with respect to the deduction or withholding from any payment made in respect of the Notes in respect of taxation (including AIL); where applicable, deductions of NRWT or RWT will be made at the maximum rate unless a Noteholder provides us with the required information in order for us to apply a lesser statutory rate. Person Legally Liable to Pay Returns Westpac NZ is the person legally liable to pay you the returns on your Notes. As at the date of this Investment Statement, no amount or level of returns is quantifiable or promised by Westpac NZ. Westpac NZ s obligations in respect of the Notes are not guaranteed by any member of the Westpac Group. What are my risks? A Note is an unsecured investment and there are some risks of which you need to be aware. The main risks of you not recovering in full the amount of money you invested, or of not receiving the returns described under the heading "What returns will I get?" above, are: If Westpac NZ becomes insolvent or is placed into receivership, liquidation or statutory management, or Westpac NZ is otherwise not able to meet its debts as they fall due. Statutory Management is where a person is appointed by the Governor-General (acting on a recommendation of the Reserve Bank of New Zealand) to take full control of the bank with wide-ranging powers to manage the bank s affairs. Statutory management is designed to deal with situations where there is a need to maintain public confidence in the operation and soundness of the financial system or to avoid significant damage to the financial system, and preserve the interests of creditors. If you sell the Notes before maturity. You will not be liable to pay, as a result of Westpac NZ s insolvency, any more than the amount of money you invested with us. What happens if Westpac NZ is placed into statutory management? If a statutory manager is appointed to Westpac NZ, then there will be a ban on enforcing rights for an indefinite period of time (unless the statutory manager agrees otherwise), and the statutory manager may suspend (temporarily or permanently) repayment of all or part of the Notes. In addition, an open bank resolution ( OBR ) may be declared. The Notes are not treated as customer liabilities under the Reserve Bank s OBR policy and therefore may remain inaccessible or frozen in full until the statutory manager is in a position to release all or part of those liabilities at a later date. The OBR policy is a tool developed by the Reserve Bank of New Zealand for responding to a bank failure. If used, it is intended to allow the bank to be open for full-scale or limited business on the next business day after being placed under statutory management (as a result of, for example, an insolvency event). More information about our risk of insolvency or being placed into statutory management As a business, Westpac NZ is exposed to a number of risks which may impact on its financial performance, business activities and reputation, and which, in an extreme situation, could affect its solvency. These risks include credit, market, operational, liquidity and business risks. In addition, as a registered bank, Westpac NZ is exposed to some specific risks, including ensuring that it complies with regulatory requirements imposed on it and managing regulatory change. Further information about the risks faced by Westpac NZ (including information on related party transactions, capital adequacy, credit risk and liquidity) and our business more generally is contained in the disclosure statements that we publish under the Reserve Bank of New Zealand Act The most recent disclosure statements that we have published are available at In addition, details of our current credit rating are available at (search for credit rating ). Consequences of Insolvency If Westpac NZ becomes insolvent, the order in which different classes of creditors are paid is determined in accordance with law and (if relevant) the contractual terms of the liability. Unsubordinated Notes Unsubordinated Notes are an unsecured and unsubordinated investment. If the Notes that you invest in are Unsubordinated Notes, then, in the event of Westpac NZ s insolvency during the term of your investment the following creditors will rank ahead of you: secured creditors of Westpac NZ; and creditors preferred by law. After the payment of these creditors in full your claim as a holder of Unsubordinated Notes will rank equally with all other unsecured, unsubordinated creditors of Westpac NZ. Subordinated Notes Subordinated Notes are an unsecured investment stated to rank behind unsecured and unsubordinated creditors (such as the holders of the Unsubordinated Notes). If you invest in Subordinated Notes, then, in the event of Westpac NZ s insolvency during the term of your investment the following creditors will rank ahead of you: secured creditors of Westpac NZ; creditors preferred by law; Senior Creditors; and any other creditors preferred to you under the Conditions applicable to the relevant Tranche of Subordinated Notes you hold. After payment of these creditors in full, and subject to obtaining the prior written consent of the Reserve Bank and APRA (if required), your claim as a holder of Subordinated Notes will rank equally with all other unsecured, subordinated creditors of Westpac NZ whose Westpac NZ Investment Statement for Medium Term Notes 9

10 claims on the assets of Westpac NZ are subordinated to the same level as the relevant Tranche of Subordinated Notes held by you. Your claim will rank ahead of any creditors who are subordinated to a level below you and ahead of the shareholders of Westpac NZ. You may not set off amounts owed to you by Westpac NZ as a holder of Subordinated Notes against any amounts owed by you to Westpac NZ. Risk arising if you sell Notes before maturity If you sell your Notes before maturity (as described in How do I cash in my investment? below), the price you obtain from the sale may be different to (and possibly less than) the price you paid to purchase them. This is because changes in market interest rates or other market factors can affect the market value of your Notes. For instance, if market rates go up, the market value of your Notes may go down or vice versa. This loss or gain arises from the effect of a change in underlying market interest rates on the value of your investment (over which we have no control). The price at which you may be able to sell your Notes may also be affected by a deterioration (whether real or perceived) in Westpac NZ s credit worthiness (including a downgrade of its credit rating), or the lack of an established market or demand for the Notes. Can the investment be altered? The Notes are issued subject to the terms and conditions set out in the Conditions and you are deemed to agree to those terms and conditions when you make your investment in the Notes. The terms and conditions set out in the Conditions cannot, subject to the comments below, generally be altered without an extraordinary resolution of the relevant Noteholders or class of Noteholders in accordance with the Note Deed Poll. A class of Notes means each category of Note which we determine should be treated as a separate class of Notes. An extraordinary resolution is a resolution passed at a meeting of Noteholders (or a class of Noteholders) duly convened and held in accordance with the rules and procedures for meetings set out in the schedule to the Note Deed Poll at which at least 75% of the persons voting at the meeting voted in favour of the resolution. An extraordinary resolution is binding on all Noteholders (or on Noteholders of a class) whether or not they were present at the meeting. We are permitted, under the Note Deed Poll, to amend certain conditions and procedures relating to the Notes without your consent in some circumstances, including if an amendment is: required to correct a manifest error or is of a formal, technical or administrative nature; or required to comply with any requirements of any applicable law; or appropriate and reasonable in all the circumstances (including where it is necessary or convenient for complying with New Zealand market practice), provided that in Westpac NZ s opinion such amendment will not have a material adverse effect on Westpac NZ or become materially prejudicial to the general interest of Noteholders. Also, in the case of Subordinated Notes, the applicable Conditions cannot be altered without the approval, if required, of the Reserve Bank and APRA, if the alteration affects the eligibility of the relevant Subordinated Notes to be treated as capital. How do I cash in my investment? Early Termination We may redeem a Tranche of Notes early and repay Noteholders before the relevant Maturity Date in certain circumstances (see above under What returns will I get? for further information). You have no right to have your Notes repaid early except where an Event of Default applicable to your Notes occurs and continues, as described under What returns will I get? above. Transfer or Sale of Notes Once you have purchased Notes, the only way you can cash them in or reduce the level of your investment prior to the Maturity Date (or any earlier redemption date) is by selling part or all of your Notes to a willing purchaser, subject to the relevant Conditions and applicable securities laws. Unless the Terms of Offer for the Tranche specify another denomination amount, you may transfer part of your interest in a Note in multiples of $1,000. However, Notes cannot be partially sold if you (unless you transfer all of your Notes of that Tranche) or the transferee would end up holding (or continuing to hold) less than $10,000 of a Tranche (or such other minimum holding amount as the Terms of Offer for the Tranche specify). We may require you to sell your Notes if you hold less than $10,000 of a Tranche (or such other minimum holding amount as the Terms of Offer for the Tranche specify). You may not sell or transfer your Notes until you have received confirmation of your registered holding from the Registrar. We reserve the right to withhold registration of the sale or transfer until funds have cleared. Westpac NZ and its directors, officers, employees or advisers shall have no liability or responsibility if you attempt to sell or otherwise deal with Notes prior to receiving a statement showing the number of Notes registered in your name. If you sell or transfer Notes after the Record Date for an Interest Payment Date or, if applicable, after the Record Date for the repayment of the Principal Amount of the Note, then you (and not the purchaser/transferee) will receive the interest payable on the relevant Interest Payment Date or the Principal Amount of the Note (as the case may be) (see What returns will I get? above for further information). In our opinion, there is an established market for the sale of Notes. Charges may apply on any sale or transfer, as mentioned under "What are the charges?" above. Westpac NZ Investment Statement for Medium Term Notes 10

11 Who do I contact with inquiries about my investment? Inquiries about applying for Notes or your investment should be made in the first instance to: The Registrar and Paying Agent Link Market Services Limited Level 16, Brookfields House 19 Victoria Street West PO Box Auckland 1142 Telephone for investor inquiries: (09) Facsimile: (09) enquiries@linkmarketservices.com Alternatively, you may contact: Westpac NZ The Treasurer Westpac New Zealand Limited Westpac on Takutai Square 53 Galway Street, Auckland 1010 or PO Box 934 Shortland Street, Auckland 1140 Is there anyone to whom I can complain if I have problems with the investment? Any complaints about your investment should be raised with the Registrar at the contact details set out under Who do I contact with inquiries about my investment? above. If the Registrar is unable to assist you or you are dissatisfied with the response, you may contact the Treasurer of Westpac NZ at the contact details set out under Who do I contact with inquiries about my investment? above. You can also make complaints to your usual contact at Westpac NZ. We abide by the New Zealand Bankers' Association Code of Banking Practice, which sets out the minimum standards for resolving complaints. A copy of this Code of Banking Practice is available free of charge at any Westpac NZ branch and online at If you are not satisfied with our response to your complaint, you may be able to refer your complaint to the Banking Ombudsman. The Banking Ombudsman scheme is an approved dispute resolution scheme, of which we are a member. You can contact the Banking Ombudsman at The Office of the Banking Ombudsman, Freepost , PO Box , The Terrace, Wellington 6143 or by calling or help@bankomb.org.nz. Telephone: (09) Facsimile: (09) treasurer@westpac.co.nz You can also make inquiries or provide feedback to your usual contact at Westpac NZ. Westpac NZ Investment Statement for Medium Term Notes 11

12 What other information can I obtain about this investment? Information you can request Further information about the Notes is contained in the Note Deed Poll (together with all amendments to that deed), which can be requested, free of charge, by contacting the Registrar or the Treasurer of Westpac NZ at the relevant contact details set out under Who do I contact with inquiries about my investment? above. This information may take up to five Business Days to get to you. Privacy Act 1993 Westpac NZ collects, holds, uses and discloses personal information about you in accordance with our current General Terms and Conditions and the Privacy Act A copy of the General Terms and Conditions can be obtained from or at any Westpac NZ branch. You can also request a copy of the Note Deed Poll from your usual contact at Westpac NZ. Further information about the Notes and about Westpac NZ (including Westpac NZ s financial statements) is contained in the disclosure statements issued by Westpac NZ quarterly pursuant to the Reserve Bank of New Zealand Act 1989, which can be requested, free of charge, at any Westpac NZ branch and are available at Financial Statements Our most recent audited annual financial statements (together with all documents required to be registered with those financial statements) are filed on a public register at the Companies Office of the Ministry of Business, Innovation and Employment, and are available for public inspection at or (on payment of the relevant fee) by telephoning the Ministry of Business, Innovation and Employment Business Service Centre on during normal business hours. Other Information The Registrar will send you a notice of registration in respect of your Notes and a withholding tax certificate each year during the term of the Notes, which will show the amount of RWT deducted (or, if you are a non-resident investor, the amount of any NRWT deducted or AIL paid) from interest paid to you. Westpac NZ Investment Statement for Medium Term Notes 12

13 Glossary $ means the lawful currency of New Zealand from time to time. Application Form means, in relation to a Tranche being offered from time to time pursuant to this Investment Statement, the application form for that Tranche, which accompanies and forms part of the offer made pursuant to this Investment Statement. Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Auckland and Wellington. Call Option Date means, in relation to a Tranche, the call option date (if any) for that Tranche, as set out in the relevant Terms of Offer or, if such date is not a Business Day, the next succeeding Business Day. Closing Date means, in relation to a Tranche, the closing date of the offer of that Tranche, as set out in the relevant Terms of Offer, subject to the right of Westpac NZ, in its absolute discretion, to change such date. Conditions means, in relation to a Tranche, the terms and conditions applicable to that Tranche as set out in the Note Deed Poll, this Investment Statement, the relevant Terms of Offer and the applicable Application Form. Event of Default has the meaning given to that term in the Note Deed Poll. Interest Payment Date means, in relation to a Tranche which bears interest, the dates on which interest is scheduled to be paid on that Tranche as set out in the relevant Terms of Offer. Interest Rate means, in relation to a Tranche which bears interest, the rate of interest payable on that Tranche as set out in the relevant Terms of Offer. Investment Statement means this investment statement dated 22 May Issue Date means, in relation to a Tranche, the date of issue of that Tranche as set out in the relevant Terms of Offer. Maturity Date means, in relation to a Tranche, the due date for the payment of the Principal Amount in respect of Notes of that Tranche as set out in the relevant Terms of Offer. Note Deed Poll means the note deed poll dated 10 November 2006 made by Westpac NZ as amended and supplemented from time to time. Notes means the medium term notes constituted by the Note Deed Poll, and offered for sale pursuant to this Investment Statement. Noteholder or you means, in relation to a Note, a person whose name is for the time being entered in the Register as the holder of that Note, or, where a Note is held jointly by more than one person, the people whose names appear in the Register as the joint holders of that Note. NZX means NZX Limited. Opening Date means, in relation to a Tranche, the opening date of the offer of that Tranche, as set out in the relevant Terms of Offer, subject to the right of Westpac NZ, in its absolute discretion, to change such date. Principal Amount means, in relation to a Note, the amount (other than interest, fees and costs) payable on the redemption or repayment of such Note inclusive of the premium (if any) payable on redemption or repayment in accordance with the Conditions of that Note. Record Date means, in relation to a payment due on a Note, the tenth day before the due date for that payment or, if that tenth day is not a Business Day, the Business Day immediately preceding that tenth day. Register means each register of Notes maintained by the Registrar. Registrar means Link Market Services Limited, and includes its successor and permitted assigns. Reset Margin means, in relation to a Tranche of Subordinated Notes which are floating interest rate Notes, the reset margin for that Tranche, applying from the applicable Call Option Date, as set out in the relevant Terms of Offer. Senior Creditors means all creditors (present and future), including depositors and holders of Unsubordinated Notes, of Westpac NZ: whose claims are or would be admitted in the liquidation of Westpac NZ; and who do not have claims against Westpac NZ, the right to payment or repayment of which by the terms of those particular claims is, or is expressed to be, subordinated in the event of the liquidation of Westpac NZ to the claims of all unsubordinated creditors (whether secured or not) of Westpac NZ. Solvent means, in respect of a person and a particular time, that person satisfying the solvency test as defined in section 4 of the Companies Act 1993 at that time, provided that: for the purposes of applying the solvency test in respect of Westpac NZ in connection with the withholding of interest on Subordinated Notes, any determinations to be made pursuant to sections 4(2) to 4(4) (inclusive) of the Companies Act 1993 are not required to be made by the directors of Westpac NZ, and may be made by some other person instead; and for the purposes of applying the test in the definition of Solvency Requirements and in respect of Westpac NZ s consolidated financial reporting group in connection with the three early redemption circumstances relating to Subordinated Notes, the test shall be applied to Westpac NZ s consolidated financial reporting group as if Westpac NZ s consolidated financial reporting group was a single entity and any determinations to be made pursuant to sections 4(2) to 4(4) (inclusive) of the Companies Act 1993 are not required to be made by the directors of each member of Westpac NZ s consolidated financial reporting group, and may be made by the directors of Westpac NZ instead. NZX Primary Market Participant means an entity designated as such by NZX under the NZX Participant Rules. Westpac NZ Investment Statement for Medium Term Notes 13