For personal use only IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Su

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1 IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Supplementary Offering Circular attached to this . You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Supplementary Offering Circular. In accessing the attached Supplementary Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation. By accepting this document and accessing the attached Supplementary Offering Circular you shall be deemed to have confirmed and represented to New South Wales Treasury Corporation (the Issuer ) that you: (a) are not in the United States, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act ), nor acting on behalf of a person in the United States and, to the extent you purchase the securities described in the attached Supplementary Offering Circular, you will be doing so pursuant to Regulation S under the Securities Act; and (b) consent to the delivery of this document by electronic transmission. By accepting this document and accessing the attached Supplementary Offering Circular, you (a) represent and warrant that you are either an institutional investor as defined under Section 4A(1) of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), a relevant person as defined under Section 275(2) of the SFA or a person to whom an offer, as referred to in Section 275(1A) of the SFA is being made, and (b) agree to be bound by the limitations and restrictions described herein. This document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Relevant Dealers nor any of their respective affiliates accept any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of any of the Issuer or the Relevant Dealers (as defined in the attached Supplementary Offering Circular) to subscribe or purchase any of the securities described therein and access has been limited so that it shall not constitute a general solicitation in the United States or elsewhere. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. Any securities to be issued will not be registered under the Securities Act and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. You are reminded that you have accessed the attached Supplementary Offering Circular on the basis that you are a person into whose possession this Supplementary Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. YOU ARE NOT AUTHORIZED TO, AND YOU MAY NOT, DELIVER THE ATTACHED SUPPLEMENTARY OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON. You are responsible for protecting against viruses and other destructive items. Your use of this is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

2 Supplementary Offering Circular New South Wales Treasury Corporation (a statutory corporation constituted by the Treasury Corporation Act 1983 of New South Wales) Issue of CNY1,000,000, % Fixed Rate Notes due 1 December 2015 under the U.S.$10,000,000,000 Euro-Medium Term Note Programme guaranteed by The Crown in Right of New South Wales New South Wales Treasury Corporation (the Issuer ), may from time to time offer medium-term notes under its U.S.$10,000,000,000 Euro-Medium Term Note Programme (the Programme ), as more fully described in the Offering Circular dated 18 December 2012 (the Offering Circular ) attached hereto as Annex B. This Supplementary Offering Circular provides information regarding the issue by Issuer of its Series F15-1, Tranche 1 CNY1,000,000, % Fixed Rate Notes due 1 December 2015 (the Series F15-1 CNY Notes ) under the Programme. The Final Terms applicable to the CNY Notes, attached hereto as Annex A (the Final Terms ), provides further detail on the terms and conditions of the Series F15-1 CNY Notes. The CNY Notes will have the benefit of a guarantee (the Guarantee ) provided by The Crown in Right of New South Wales (the Guarantor ) pursuant to the Public Authorities (Financial Arrangements) Act 1987 of New South Wales. Neither this Supplementary Offering Circular nor any other disclosure document (as defined in the Corporations Act 2001 of Australia ( Corporations Act )) in relation to the Series F15-1 CNY Notes has been, or will be, lodged with the Australian Securities and Investments Commission ( ASIC ) or any other government agency. The Supplementary Offering Circular is not a prospectus or other disclosure document for the purposes of the Corporations Act. No action has been taken which would permit an offering of the Series F15-1 CNY Notes in circumstances that would require disclosure under Parts 6D.2 or 7.9 of the Corporations Act. This Supplementary Offering Circular is not a prospectus for the purposes of Directive 2003/71/EC of the European Parliament ( Prospectus Directive ), and has not been submitted for approval by any competent authority in any Member State of the European Economic Area which has implemented the Prospectus Directive. The Notes and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ( Securities Act ) or any U.S. state securities laws. The Notes and the Guarantee may not be offered, sold, delivered or transferred, at any time, within the United States, its territories or possessions or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. As of the date of this Supplementary Offering Circular, Renminbi is not freely convertible - there are restrictions on the remittance of Renminbi into and out of the People's Republic of China (the PRC ), and the availability of Renminbi outside the PRC is limited. Investing in the Notes involves risks. See Risk Factors on pages 12 to 17 of the Offering Circular and Risk Factors relating to RMB on pages 6 to 7 of this Supplementary Offering Circular. The date of this Supplementary Offering Circular is 26 November 2014.

3 Purpose of this Supplementary Offering Circular The purpose of this Supplementary Offering Circular is to provide supplemental information to that contained in the Offering Circular with respect to the issue of the Series F15-1 CNY Notes. This Supplementary Offering Circular relates only to the issuance of the Series F15-1 CNY Notes described in this Supplementary Offering Circular and does not relate to, and is not relevant for, any purpose other than to assist the recipient to decide whether to proceed with a further investigation of the Series F15-1 CNY Notes. Without limitation, this Supplementary Offering Circular does not relate to any issue or proposed issue of any Notes under the Programme other than the Series F15-1 CNY Notes described in this Supplementary Offering Circular and it does not form part of the Offering Circular. This Supplementary Offering Circular has been prepared by, and issued with the authority of, the Issuer and the Guarantor. The Issuer and (only in respect of information relating to itself and the Guarantee (the Guarantor Information )) the Guarantor accept responsibility for the information contained in this Supplementary Offering Circular. Listing An application has been made to the Singapore Exchange Securities Trading Limited ( SGX-ST ) for permission to deal in, and for the listing and quotation of, the Series F15-1 CNY Notes on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of any Series F15-1 CNY Note on the SGX-ST are not to be taken as an indication of the merits of the offering, the Issuer, the Guarantor, the Programme, any of their respective associated companies (if any) or the Series F15-1 CNY Notes. Notice of the aggregate nominal amount of the Series F15-1 CNY Notes, interest payable in respect of Series F15-1 CNY Notes, the issue price of Series F15-1 CNY Notes and certain other information which is applicable to the Series F15-1 CNY Notes is set out in the Final Terms which, with respect to Series F15-1 CNY Notes, will be delivered to the SGX-ST on or before their date of issue. An application will be made for the Series F15-1 CNH Notes to also be quoted on the Australian Securities Exchange operated by ASX Limited (ABN ) ( ASX ). Any Series F15-1 CNH Notes which are quoted on the ASX will not be transferred through, or registered on, the Clearing House Electronic Sub-Register System (CHESS) operated by ASX Settlement Pty Limited (ABN ) and will not be Approved Financial Products for the purposes of that system. Documents incorporated by reference This Supplementary Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated into it by reference as set out below. This Supplementary Offering Circular shall, unless otherwise expressly stated, be read and construed on the basis that such documents are so incorporated and form part of this Supplementary Offering Circular. References to Supplementary Offering Circular are to this Supplementary Offering Circular and any other document incorporated by reference and to any of them individually. The following documents are incorporated in, and taken to form part of, this Supplementary Offering Circular: the Final Terms, attached hereto as Annex A; the Offering Circular, attached hereto as Annex B (including the documents expressed to be incorporated therein), except that the sections therein entitled New South Wales Treasury Corporation, Taxation and Subscription and Sale are modified as set out herein; all amendments and supplements to this Supplementary Offering Circular prepared by the Issuer from time to time; and all other documents issued by the Issuer or the Guarantor and expressly stated to be 2

4 incorporated in this Supplementary Offering Circular by reference. Any statement contained in this Supplementary Offering Circular shall be modified or superseded in this Supplementary Offering Circular to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such statement. Except as provided above, no other information, including information on the internet sites of the Issuer or in any document incorporated by reference in any of the documents described above, is incorporated by reference into this Supplementary Offering Circular. Copies of documents incorporated by reference in this Supplementary Offering Circular may be obtained from the Issuer on request, including from its offices at the address set out in the section of the Offering Circular entitled Directory. References to certain terms References in this Supplementary Offering Circular to Renminbi, RMB and CNY are to the lawful currency of the PRC. Capitalised terms used in this Supplementary Offering Circular and not defined have the meanings given to them in the Offering Circular. No independent verification The information contained in this Supplementary Offering Circular was obtained from the Issuer and (in respect of the Guarantor Information only) the Guarantor. None of the Arranger, any Dealer or any Agent has been involved in the preparation of this Supplementary Offering Circular and no assurance can be given by the Arranger, the Dealers, the Agents or (other than in respect of the Guarantor Information only) the Guarantor as to the accuracy or completeness of this information. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger, the Dealers or the Agents as to the accuracy or completeness of the information contained or incorporated by reference in this Supplementary Offering Circular or any other information provided by the Issuer and (in respect of the Guarantor Information only) the Guarantor in connection with the Series F15-1 CNY Notes. None of the Arranger, the Dealers or the Agents or (other than in respect of the Guarantor Information) the Guarantor accepts any liability in relation to the information contained or incorporated by reference in this Supplementary Offering Circular or any other information provided by the Issuer and (in respect of the Guarantor Information) the Guarantor in connection with the Series F15-1 CNY Notes. Intending purchasers to make independent investment decision and obtain tax advice The information contained in this Supplementary Offering Circular is not intended to provide the basis of any credit or other evaluation in respect of the Issuer or the Series F15-1 CNY Notes and should not be considered or relied upon as a recommendation or a statement of opinion, or a report of either of those things, by any of the Issuer, the Arranger, the Dealers, the Agents or the Guarantor that any recipient of this Supplementary Offering Circular should subscribe for, purchase or otherwise deal in any Series F15-1 CNY Notes or any rights in respect of any Series F15-1 CNY Notes. Each investor contemplating subscribing for, purchasing or otherwise dealing in any Series F15-1 CNY Notes or any rights in respect of any Series F15-1 CNY Notes should: make and rely upon (and shall be taken to have made and relied upon) its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and its affiliates; determine for itself the relevance of the information contained in this Supplementary Offering Circular, and must base its investment decision solely upon its independent assessment and such investigations as it considers necessary; and consult its own tax advisers concerning the application of any tax laws applicable to its 3

5 particular situation. No advice is given in respect of the legal or taxation treatment of investors or purchasers in connection with an investment in any Series F15-1 CNY Notes or rights in respect of them and each investor is advised to consult its own professional adviser. No authorisation No person has been authorised to give any information or make any representations not contained in or consistent with this Supplementary Offering Circular in connection with the Issuer, the Programme or the issue or sale of the Series F15-1 CNY Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any of the Issuer, the Arranger, the Dealers, the Agents or the Guarantor. References to credit ratings There are references in this Supplementary Offering Circular to credit ratings. A credit rating is not a recommendation to buy, sell or hold the Series F15-1 CNY Notes and may be subject to revision, variation, suspension or withdrawal at any time by the relevant assigning organisation. Each credit rating should be evaluated independently of any other credit rating. Credit ratings are for distribution only to a person (a) who is not a retail client within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Supplementary Offering Circular and anyone who receives this Supplementary Offering Circular must not distribute it to any person who is not entitled to receive it. Currency of information The information contained in this Supplementary Offering Circular is prepared as of its Preparation Date. Neither the delivery of this Supplementary Offering Circular nor any offer, issue or sale made in connection with this Supplementary Offering Circular at any time implies that the information contained in it is correct at any time subsequent to the Preparation Date or that any other information supplied in connection with the Programme is correct as of any time subsequent to the Preparation Date or that there has been no change (adverse or otherwise) in the financial condition or affairs of the Issuer at any time subsequent to the Preparation Date. In particular, the Issuer is under no obligation to update this Supplementary Offering Circular at any time after the issue of the Series F15-1 CNY Notes. In this Supplementary Offering Circular, Preparation Date means (1) in relation to this Supplementary Offering Circular, the date indicated on its face or, if the Supplementary Offering Circular has been amended or supplemented, the date indicated on the face of that amendment or supplement, (2) in relation to accounts incorporated in this Supplementary Offering Circular, the date up to or as at the date on which such accounts relate, and (3) in relation to any other item of information which is to be read in conjunction with this Supplementary Offering Circular, the date indicated on its face as being its date of release or effectiveness. References to internet site addresses Any internet site addresses provided in this Supplementary Offering Circular are for reference only and the content of any such internet site is not incorporated by reference into, and does not form part of, this Supplementary Offering Circular. No offer This Supplementary Offering Circular does not, and is not intended to, constitute an offer or invitation by or on behalf of the Issuer, the Arranger, the Dealers, the Agents or the Guarantor to any person to subscribe for, purchase or otherwise deal in any Series F15-1 CNY Notes nor is it intended to be used 4

6 for the purpose of or in connection with offers or invitations to subscribe for, purchase or otherwise deal in any Series F15-1 CNY Notes. See also Subscription and Sale below. Subscription and Sale Pursuant to the Dealer Agreement, as amended and supplemented from time to time, and a Subscription Agreement dated on or about the date of this Supplementary Offering Circular, the Series F15-1 CNY Notes will be offered by the Issuer through the Dealers specified in the Final Terms (the Relevant Dealers ). The Issuer will have the sole right to accept any such offers to purchase the Series F15-1 CNY Notes and may reject any such offer in whole or (subject to the terms of such offer) in part. Each Relevant Dealer will have the right, in its discretion reasonably exercised, to reject any offer to purchase the Series F15-1 CNY Notes made to it in whole or (subject to the terms of such offer) in part. Each Relevant Dealer will be required to acknowledge that, no action has been or will be taken in any country or jurisdiction by the Issuer or the Dealer that would permit a public offering of the Series F15-1 CNY Notes, or possession or distribution of any offering material in a public offering of the Series F15-1 CNY Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. By its purchase and acceptance of Series F15-1 CNY Notes issued under the Dealer Agreement, each Relevant Dealer will be required to agree that it will observe all applicable laws, regulations and directives in any jurisdiction in which it may offer, sell, or deliver Series F15-1 CNY Notes and that it will not directly or indirectly offer, sell, resell, re-offer or deliver Series F15-1 CNY Notes in any country or jurisdiction except under circumstances that will result, to the best of its knowledge and belief, in compliance with all applicable laws, regulations and directives. The distribution and use of this Supplementary Offering Circular, any advertisement or other offering material, and the offer or sale of Series F15-1 CNY Notes, may be restricted by law in certain jurisdictions and intending purchasers and other investors should inform themselves about them and observe any such restrictions. Persons into whose possession this Supplementary Offering Circular or any Series F15-1 CNY Notes come must inform themselves about, and observe, any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Series F15-1 CNY Notes, and on distribution of this Supplementary Offering Circular or other offering material relating to the Series F15-1 CNY Notes see (1) the cover page of this Supplementary Offering Circular and (2) the section of this Supplementary Offering Circular entitled Subscription and Sale below. 5

7 Risk Factors relating to RMB The information in this section describes certain risks only relating to debt securities denominated in Renminbi (including the Series F15-1 CNY Notes) and does not describe, nor is it intended to describe, all the risks of an investment in any such securities. Prospective investors should consult their own financial, legal, tax and other professional advisers about risks associated with an investment in any Series F15-1 CNY Notes and the suitability of investing in the Series F15-1 CNY Notes in light of their particular circumstances. There is only limited availability of Renminbi outside of the PRC, which may affect the liquidity of the Series F15-1 CNY Notes and the Issuer s ability to source Renminbi outside of the PRC to service the Notes. As a result of the restrictions by the PRC government on cross-border Renminbi fund flows, the availability of Renminbi outside of the PRC is limited. The People s Bank of China ( PBOC ) has established Renminbi clearing and settlement mechanisms for participating banks in a number of jurisdictions, including Australia, through settlement agreements on the clearing of Renminbi business (the Settlement Agreements ) with certain designated financial institutions (each, a Renminbi Clearing Bank ). The current size of Renminbi-denominated financial assets outside the PRC is limited. There are restrictions imposed by PBOC on Renminbi business participating banks in respect of cross-border Renminbi settlement, such as those relating to direct transactions with PRC enterprises. Renminbi business participating banks do not have direct Renminbi liquidity support from PBOC. The RMB Clearing Banks only have access to onshore liquidity support from PBOC for the purpose of squaring open positions of participating banks for limited types of transactions and are not obliged to square for participating banks any open positions resulting from other foreign exchange transactions or conversion services and the participating banks will need to source Renminbi from the market outside the PRC to square such open positions. Although it is generally expected that the offshore Renminbi market will continue to grow in depth and size, its growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange. There can be no assurance that new PRC regulations will not be promulgated or the Settlement Agreements will not be terminated or amended in the future which will have the effect of restricting availability of Renminbi outside the PRC. The limited availability of Renminbi outside the PRC may affect the liquidity of the Series F15-1 CNY Notes. To the extent the Issuer is required to source Renminbi outside the PRC to service the Series F15-1 CNY Notes, there is no assurance that the Issuer will be able to source such Renminbi on satisfactory terms, if at all. The Renminbi is not fully freely convertible and there are significant restrictions on remittance of Renminbi into and outside the PRC which may adversely affect the liquidity of the Series F15-1 CNY Notes denominated in Renminbi. Presently, Renminbi is not freely convertible. The PRC government continues to regulate conversion between Renminbi and foreign currencies, including the Australian dollar, despite the significant reduction in control by it in recent years over trade transactions involving import and export of goods and services as well as other frequent routine foreign exchange transactions. These transactions are known as current account items. However, remittance of Renminbi by foreign investors into the PRC for purposes such as capital contributions, known as capital account items, is generally only permitted upon obtaining specific approvals from the relevant authorities on a case-by-case basis and subject to a strict monitoring system. Regulations in the PRC on the remittance of Renminbi into the PRC for settlement of capital account items are developing gradually. Investors in the Series F15-1 CNY Notes should familiarise themselves with such regulations as may be promulgated, amended, replaced or withdrawn from time to time, including (without limitation): 6

8 the Administrative Measures on Renminbi Settlement of Foreign Direct Investment as promulgated by the PBOC on 13 October 2011 and the related implementation rules issued by the PBOC on 14 June 2012; the Notice on Clarifying the Detailed Operating Rules for Renminbi Settlement of Foreign Direct Investment as promulgated by the PBOC on 14 June 2012 and the Notice on Simplifying the Cross-border Renminbi Business Procedures and Improvement of Relevant Policies issued by the PBOC on 5 July 2013; the Public Announcement of the Ministry of Commerce on Certain Issues Concerning Direct Investment Involving Cross border Renminbi promulgated by the Ministry of Commerce of the PRC (MOFCOM) on 3 December 2013, and which became effective on 1 January 2014; and the Notice on Further Improvement and Adjustment of Foreign Currency Administration Policies for Capital Account Items released by the SAFE on 24 January 2014, and which became effective on 10 February Each such release will be subject to interpretation and application by the relevant authorities in the PRC. There is no assurance that the PRC government will continue to gradually liberalise control over cross-border remittance of Renminbi in the future or that new regulations in the PRC will not be promulgated in the future which have the effect of restricting or eliminating the remittance of Renminbi into or outside the PRC. Further, if any new PRC regulations are promulgated in the future which have the effect of permitting or restricting (as the case may be) the remittance of Renminbi for payment of transactions categorised as capital accounts items, then such remittances will need to be made subject to the specific requirements or restrictions set out in such rules. In the event that funds cannot be repatriated outside the PRC in Renminbi, this may affect the overall availability of Renminbi outside the PRC and the ability of the Issuer to source Renminbi to finance its obligations under the Series F15-1 CNY Notes. The investment in the Notes denominated in Renminbi is subject to exchange rate and interest rate risks. The value of Renminbi against the Australian dollar and other foreign currencies fluctuates from time to time and is affected by changes in the PRC and international political and economic conditions as well as many other factors. All payments of interest and principal with respect to the Series F15-1 CNY Notes will be made in Renminbi unless otherwise specified. As a result, the value of these Renminbi payments may vary with the changes in the prevailing exchange rates in the marketplace. If the value of Renminbi depreciates against the Australian dollar or other foreign currencies, the value of the investment made by a Noteholder in Australian dollars or any other foreign currency terms will decline. 7

9 New South Wales Treasury Corporation The section of the Offering Circular entitled New South Wales Treasury Corporation is updated to describe the present Board Members of the Issuer, being: Philip Gaetjens Tim Spencer Ilana Atlas Philip Chronican Stephen Knight Hon. Alan Stockdale Kerry Schott Peter Warne Chairperson of the Board, Secretary of NSW Treasury Deputy Chairperson of the Board; Member of Human Resources Committee; Deputy Secretary, Commercial Policy and Financing Directorate, NSW Treasury Non-executive director, Member of the Human Resources Committee Non-executive director, Chairperson of the Audit and Risk Committee Chief Executive of the New South Wales Treasury Corporation Non-executive director, Member of the Audit and Risk Committee Non-executive director, Chairperson of the Human Resources Committee Non-executive director, Member of the Audit and Risk Committee each with their business address at Level 22, Governor Phillip Tower, 1 Farrer Place, Sydney, New South Wales, 2000, Australia. 8

10 Taxation The section of the Offering Circular entitled Australian Taxation is modified as follows: (1) paragraph 2(h) is replaced with the following: (h) other withholding taxes on payments in respect of Notes - withholding tax is imposed (see below in relation to the rate of withholding tax) on the payment of interest on certain registered securities unless the relevant payee has quoted an Australian tax file number ( TFN ), (in certain circumstances) an Australian Business Number ( ABN ) or proof of some other exception (as appropriate). Assuming the requirements of section 128F of the Australian Tax Act are satisfied with respect to the Notes, then such withholding should not apply to payments to a Non-Australian Holder that is a non-resident of Australia for Australian tax purposes. The rate of withholding tax is 49% for the , and income years and under current law, will be reduced to 47% following the income year; ; and (2) paragraph 2(i) is deleted in its entirety. 9

11 Subscription and Sale The restrictions which are set out in the section of the Offering Circular entitled Subscription and Sale apply in relation to the subscription and sale of the Series F15-1 CNY Notes and the distribution of this Supplementary Offering Circular (1) with such restrictions to be interpreted as though all references therein relating to (A) the Offering Circular are to this Supplementary Offering Circular, and (B) the Notes are to the Series F15-1 CNY Notes and (2) with the following amendments made: (1) paragraph 5 Australia is replaced with the following: 5 Australia No prospectus or other disclosure document (as defined in the Corporations Act) in relation to the Programme or the Series F15-1 CNY Notes has been, or will be, lodged with ASIC. Each Relevant Dealer has represented and agreed that it: (a) (b) has not made or invited, and will not make or invite, an offer of the Series F15-1 CNY Notes for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and has not distributed or published, and will not distribute or publish, any Supplementary Offering Circular or any other offering material or advertisement relating to any Series F15-1 CNY Notes in Australia, unless: (i) (ii) (iii) (iv) the aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent in an alternative currency, in either case, disregarding moneys lent by the offeror or its associates) or the offer or invitation does not require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act; such action complies with applicable laws, regulations and directives in Australia; the offer or invitation does not constitute an offer to a person who is a retail client as defined for the purposes of section 761G of the Corporations Act; and such action does not require any document to be lodged with ASIC. (2) paragraph 8 New Zealand is replaced with the following: 8 New Zealand Each Relevant Dealer has represented and agreed that: (a) (b) it has not offered or sold, and will not offer or sell, directly or indirectly, any Series F15-1 CNY Notes; and it has not distributed and will not distribute, directly or indirectly, any offering materials or advertisement in relation to any offer of Series F15-1 CNY Notes, in each case in New Zealand other than: (i) at any time on or before 30 November 2014: 10

12 (A) (B) to persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the Series F15-1 CNY Notes before the allotment of those Series F15-1 CNY Notes (disregarding any amounts payable, or paid, out of money lent by the Issuer, the offeror or any associated person of the Issuer of the offeror); or to persons who have each paid a minimum subscription price of at least NZ$500,000 for financial products of the same class previously issued by the Issuer ( Existing Securities ) (in a single transaction before allotment of those Existing Securities and disregarding any amount lent by the Issuer, the offeror or any associated person of the Issuer or the offeror), provided the date of first allotment of those Existing Securities occurred not more than 18 months before the date of offer of the Series F15-1 CNY Notes; and (ii) at any time on or after 1 December 2014: (A) to persons who are wholesale investors as that term is defined in clauses 3(2)(a), (c) and (d) of Schedule 1 to the Financial Markets Conduct Act 2013 of New Zealand ( FMC Act ), being a person who is: (1) an investment business ; (2) large ; or (3) a government agency, in each case as defined in Schedule 1 to the FMC Act; or (B) in other circumstances where there is no contravention of the FMC Act, provided that (without limiting paragraph (ii) (A) above) Series F15-1 CNY Notes may not be offered or transferred to any eligible investors (as defined in the FMC Act) or any person that meets the investment activity criteria specified in clause 38 of Schedule 1 to the FMC Act. (3) paragraph 10 Singapore is replaced with the following: 10 Singapore This Supplementary Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore ( SFA ). Each Relevant Dealer has represented and agreed that it will not offer or sell the Series F15-1 CNY Notes, nor make the Series F15-1 CNY Notes the subject of an invitation for subscription or purchase, nor will it circulate or distribute this Supplementary Offering Circular or any other document or material in connection with the offer or sale or invitation for subscription or purchase of the Series F15-1 CNY Notes, whether directly or indirectly, to persons in Singapore other than: (a) (b) (c) to an institutional investor pursuant to Section 274 of the SFA; to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. 11

13 Where the Series F15-1 CNY Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (i) (ii) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (however so described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor (under Section 274 of the SFA) or to a relevant person (as defined in Section 275(2) of the SFA) and in accordance with the conditions specified in Section 275 of the SFA; (2) (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (3) where no consideration is or will be given for the transfer; (4) where the transfer is by operation of law; (5) as specified in Section 276(7) of the SFA; or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. (4) a new paragraph 11 is inserted as follows: 11 The People s Republic of China Each Relevant Dealer has represented, warranted and agreed that the Series F15-1 CNY Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the PRC (except if permitted to do so under the securities law of the PRC). LIMITATION ON PRC DISTRIBUTION AND PURCHASE IN PRC Where this Supplementary Offering Circular is available to any investor in the PRC, this Supplementary Offering Circular itself or together with any other documents in connection with the Series F15-1 CNY Notes prepared by the Issuer which may be issued to the investors are personal to such investor in the PRC and does not constitute an offer to any other investor or to the public in the PRC generally to subscribe for or otherwise acquire securities. Distribution of this Supplementary Offering Circular in the PRC to any investor other than the professional investors to whom this Supplementary Offering Circular is specifically delivered by the Issuer or the authorised agents, and any person retained to advise such a professional investor with respect to its purchase is unauthorised, and any disclosure in the PRC of any of its contents, without prior written consent by the Issuer, is prohibited. By accepting delivery of this Supplementary Offering Circular, each professional investor, if residing in the PRC, agrees to the foregoing and agrees not to make any copies of this Supplementary Offering Circular or any other documents referred to in this document. The distribution of this Supplementary Offering Circular and the offering and sale of the Series F15-1 CNY Notes in the PRC is subject to PRC law restrictions. Investors into whose 12

14 possession this Supplementary Offering Circular comes are required to understand and comply with, any such restrictions. For a further description of certain restrictions on the distribution, offering and sale of the Series F15-1 CNY Notes, see PRC Securities Law Restrictions and Deemed Representation from Investors below. By purchasing the Series F15-1 CNY Notes, the investors will be deemed to have acknowledged that they have reviewed this Supplementary Offering Circular and that they have made certain acknowledgements, representations and agreements as set forth under the captions PRC Securities Law Restrictions and Deemed Representations from Investors below. PRC Securities Law Restrictions Other than to the qualified PRC individuals or entities which have been approved by relevant PRC government authorities to subscribe for and purchase the Series F15-1 CNY Notes, this Supplementary Offering Circular has not been and will not be circulated or distributed in the PRC, and the Series F15-1 CNY Notes may not be offered or sold, and will not be offered or sold to any investor for re-offering or resale, directly or indirectly, to any resident of the PRC, except in accordance with applicable laws and regulations of the PRC. THIS DOCUMENT IS NOT INTENDED AS, DOES NOT CONSTITUTE PROVISION OF, AND SHALL NOT BE RELIED ON BY THE INVESTOR AS, CONSULTATION OR ADVICE IN CONNECTION WITH INVESTING IN THE SECURITIES CONCERNED, AS DEFINED UNDER RELEVANT LAWS AND REGULATIONS OF THE PRC. Deemed Representations from Investors Each investor will comply with all laws, regulations and restrictions that may be applicable in the PRC and has obtained or will obtain any consent, approval or authorisation required for it to subscribe for and accept delivery of the Series F15-1 CNY Notes, and each investor acknowledges and agrees that none of the Issuer, the Arranger, any of the Dealers or the Issuer s and their respective affiliates shall have any responsibility in this regard. Each investor (a) is either not a (i) legal person or (ii) natural person, in the PRC, or (b) has been approved by the PRC competent authorities, or otherwise authorised by relevant PRC laws and regulations to subscribe for and purchase the Notes as described in the document. An investor will not copy or otherwise distribute this document to any third party. 13

15 Annex A Final Terms

16 Final Terms dated 26 November 2014 New South Wales Treasury Corporation (a statutory corporation constituted by the Treasury Corporation Act 1983 of New South Wales) Issue of CNY1,000,000, % Fixed Rate Notes due 1 December 2015 ( Notes ) under the U.S.$10,000,000,000 Euro-Medium Term Note Programme guaranteed by The Crown in Right of New South Wales Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Supplementary Offering Circular dated 26 November 2014 relating to the issue of the Notes (the Supplementary Offering Circular, which incorporates the Offering Circular dated 18 December 2012 set out as Annex B thereto). This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Supplementary Offering Circular. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Supplementary Offering Circular. The particulars to be specified in relation to the Tranche of Notes referred to above are as follows: 1. (i) Issuer: New South Wales Treasury Corporation (ii) Guarantor: The Crown in Right of New South Wales 2. (i) Series Number: F15-1 (ii) Tranche Number: 1 (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible). Not Applicable 3. Specified Currency: Renminbi ( CNY, being the lawful currency of the People s Republic of China) 4. Aggregate Nominal Amount of Notes: (i) Series: CNY1,000,000,000 (ii) Tranche: CNY1,000,000, Issue Price: 100 per cent. of the Aggregate Nominal Amount of Notes _5

17 6. (i) Specified Denominations: CNY1,000,000 and integral multiples of CNY10,000 in excess thereof up to and including CNY1,990,000. The minimum aggregate consideration payable for the issue and transfer of Notes in Australia is the CNH equivalent of at least A$500,000 (disregarding monies lent by the offeror or its associates) unless the offer or invitation giving rise to the issue or transfer does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia. (ii) Calculation Amount: CNY10,000 per Note 7. (i) Issue Date: 1 December 2014 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: 1 December 2015 The minimum transfer amount outside Australia will be CNH1,000,000. For so long as any Notes are listed on the SGX-ST, such Notes will be traded on the SGX-ST in a minimum board lot size of a CNH equivalent of at least S$200, Interest Basis: 2.75 per cent. Fixed Rate Notes (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest or Redemption/Payment Basis: Not Applicable 12. Put/Call Option: Not Applicable 13. (i) Status of the Notes: Senior (ii) Status of the Guarantee: Senior 14. Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST PAYABLE 15. Fixed Rate Note Provisions: Applicable (i) Rates of Interest: 2.75 per cent. per annum payable semi-annually in arrear (ii) Interest Payment Dates: 1 June 2015 and 1 December 2015, adjusted in accordance with the Modified Following Business Day Convention (iii) Fixed Coupon Amounts: CNY per Calculation Amount 2

18 (iv) Broken Amount(s): Not Applicable (v) Day Count Fraction: Actual / 365 (Fixed) 16. Floating Rate Note Provisions: Not Applicable 17. Zero Coupon Note Provisions: Not Applicable 18. Index-Linked Interest Note/other variable-linked interest Note Provisions: Not Applicable 19. Dual Currency Note Provisions: Not Applicable PROVISIONS RELATING TO REDEMPTION 20. Call Option: Not Applicable 21. Put Option: Not Applicable 22. Final Redemption Amount of each Note: 100 per cent. of the outstanding nominal amount per Note 23. Early Redemption Amount: As per the Conditions GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances 25. Financial Centre(s) or other special provisions relating to payment dates: 26. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): Not Applicable No 27. Details relating to Partly Paid Notes: Not Applicable 28. Details relating to Instalment notes: amount of each instalment, date on which each payment is to be made: 29. Redenomination, renominalisation and reconventioning provisions: Not Applicable Not Applicable 30. Consolidation provisions: Not Applicable 31. Other final terms: The Issuer waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if a Noteholder receives an amount in a currency other than that in which it is due: (a) it may convert the amount received into the due currency (even though it may be necessary to convert through a third 3

19 (b) currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual costs in connection with the conversion; and the Issuer satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the costs of the conversion. DISTRIBUTION 32. (i) If syndicated, names of Managers: Australia and New Zealand Banking Group Limited (ABN ) Bank of China Limited (ii) Stabilising Manager: Australia and New Zealand Banking Group Limited 33. If non-syndicated, name of Dealer: Not Applicable 34. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D 35. Additional selling restrictions: As set out in the Supplementary Offering Circular OPERATIONAL INFORMATION 36. Listing: SGX-ST Application will be made for the Notes to also be listed on the Australian Stock Exchange operated by ASX Limited (ABN ) 37. Ratings: The Notes are expected to be rated as follows: Standard & Poor s: Moody s Investors Service: AAA Aaa 38. ISIN Code: XS Common Code: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Not Applicable 41. Delivery: Delivery against payment 42. Names and addresses of additional Paying Agent(s) (if any): Not Applicable 4

20

21 Annex B Offering Circular

22 OFFERING CIRCULAR (replacing the Offering Circular dated 21st December, 2011) 18 December, 2012 New South Wales Treasury Corporation (a statutory corporation constituted by the Treasury Corporation Act 1983 of New South Wales) U.S.$10,000,000,000 Euro-Medium Term Note Programme Guaranteed by The Crown in Right of New South Wales Arranger for the Programme Citi Dealers ANZ BNP PARIBAS BofA Merrill Lynch Citi Commonwealth Bank of Australia Daiwa Capital Markets Europe Deutsche Bank J.P. Morgan Mitsubishi UFJ Securities International plc National Australia Bank Limited Nomura RBC Capital Markets TD Securities The Royal Bank of Scotland UBS Investment Bank

23 IMPORTANT NOTICE Under this U.S.$10,000,000,000 Euro-Medium Term Note Programme (the Programme ) of New South Wales Treasury Corporation (the Issuer or the Corporation ) guaranteed by the Crown in Right of New South Wales (the Guarantor ) the Issuer may issue, and have outstanding at any time, medium-term Notes (the Notes ), having maturities of at least 7 days and not more than 30 years, up to a maximum aggregate amount of U.S.$10,000,000,000 or its equivalent in alternative currencies. This Offering Circular contains information concerning the Notes, the Issuer and the Guarantor. The Issuer has requested and authorised the delivery of this Offering Circular by the Dealers (as defined below) on its behalf on the terms of the Dealer Agreement (as defined under Subscription and Sale ) relating to the Programme. The Issuer and the Guarantor (only in relation to information relating to itself and the Guarantee (as defined under Terms and Conditions of the Notes )) accept responsibility for the information contained in this Offering Circular (the Responsible Persons ). To the best of the knowledge and belief of the Responsible Persons (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference on page 18). Application has been made to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for permission to deal in, and for a quotation of, any Notes to be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of any Note on the SGX-ST are not to be taken as an indication of the merits of the Issuer, the Guarantor, the Programme or the Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in the relevant final terms (the "Final Terms") which, with respect to Notes to be listed on the SGX-ST, will be delivered to the SGX-ST on or before the date of issue of the Notes of such Tranche. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. No person has been authorised to give any information or to make any representations other than those contained in this Offering Circular in connection with the offering of the Notes, and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Guarantor, Citigroup Global Markets Limited as arranger (the Arranger ) or any of the Dealers named under Subscription and Sale (the Dealers ). Neither the delivery of this Offering Circular nor any offer or sale of the Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantor since the date hereof. This Offering Circular does not constitute an offer or invitation to subscribe or purchase any of the Notes or a recommendation or a statement of opinion (or a report of either of those things). The distribution of this Offering Circular and the offering for sale of the Notes may, in certain jurisdictions, be restricted by law; persons into whose possession this Offering Circular comes are required by the Issuer, the Guarantor, the Arranger and the Dealers to inform themselves of, and to observe all such restrictions. In particular, such persons are required to comply with the restrictions on the offer or sale 2