Information Memorandum

Transcription

1 Information Memorandum Industrial and Commercial Bank of China Limited, Sydney Branch (ABN ) USD 15,000,000,000 Debt Instrument Programme Arranger Industrial and Commercial Bank of China Limited, Sydney Branch Dealers Australia and New Zealand Banking Group Limited BofA Merrill Lynch Commonwealth Bank of Australia The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch Industrial and Commercial Bank of China Limited, Sydney Branch Morgan Stanley & Co. International plc Nomura International plc Standard Chartered Bank BNP PARIBAS BRED Banque Populaire Citibank International plc Industrial and Commercial Bank of China (Asia) Limited ING National Australia Bank Limited The Royal Bank of Scotland plc UBS AG The date of this Information Memorandum is 31 January 2014

2 Table of Contents Important Notice 1 Documents Incorporated by Reference 5 Programme Summary 6 Form, Settlement and Transfer 16 Background Information 17 STN Terms and Conditions 18 MTN Terms and Conditions 34 Bearer MTN Terms and Conditions 64 Form of STN Supplement 91 Form of MTN Supplement 96 Form of Bearer MTN Supplement 104 Form of Second Instrument Deed Poll 113 Form of Bearer Instruments 131 Form of Deed of Covenant 205 Taxation 211 Sale Restrictions 218 Programme Participants _9 Page (i)

3 Important Notice Industrial and Commercial Bank of China Limited, Sydney Branch (ABN ) (the Issuer) proposes, from time to time, to issue: (c) short term debt obligations in registered or bearer form (the STNs, registered STNs being the Registered STNs and bearer STNs being the Notes); medium term debt obligations in registered or bearer form (the MTNs, registered MTNs being the Registered MTNs and bearer MTNs being the Bearer MTNs); and certificates of deposit in bearer form (the CDs), (the Registered STNs together with the Registered MTNs, the Registered Instruments, the Notes, the Bearer MTNs and CDs together, the Bearer Instruments and the Registered Instruments and the Bearer Instruments together, the Instruments) in each case, sold pursuant to a programme for the issuance of Instruments (the Programme) up to a maximum aggregate principal amount outstanding at any time of USD 15,000,000,000 or its equivalent in other currencies. The Issuer has been granted an authority to carry on banking business in Australia under the Banking Act 1959 of Australia (the Banking Act) by the Australian Prudential Regulation Authority (APRA). The depositor protection provisions of Division 2 of Part II of the Banking Act do not apply to the Issuer (including the Issuer acting through its Australian branch). However, under section 11F of the Banking Act, if the Issuer (whether in or outside Australia) suspends payment or becomes unable to meet its obligations, the assets of the Issuer in Australia are to be available to meet its liabilities in Australia (including where those liabilities are in respect of the Instruments issued by the Issuer acting through its Australian branch) in priority to all other liabilities of the Issuer. Further, under section 86 of the Reserve Bank Act 1959 of Australia (the Reserve Bank Act), debts due by the Bank to the Reserve Bank of Australia shall in any winding-up of the Bank have priority over all other debts of the Bank. The Issuer is not an authorised person under the Financial Services and Markets Act 2000 (the FSMA) permitted to accept deposits in the United Kingdom or within the European Economic Area. Accordingly, the Issuer will not issue CDs under this Programme to any investors in those jurisdictions. Industrial and Commercial Bank of China Limited, Sydney Branch has been appointed by the Issuer as the arranger of the Programme (the Arranger) and each of Australia and New Zealand Banking Group Limited, Bank of America Merrill Lynch International Limited, BNP Paribas, Hong Kong Branch, BRED Banque Populaire, Citibank International plc, Commonwealth Bank of Australia, acting through its Australian offices and Hong Kong branch, The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch, Industrial and Commercial Bank of China (Asia) Limited, Industrial and Commercial Bank of China Limited, Sydney Branch, ING Bank N.V., Merrill Lynch International, Morgan Stanley & Co. International plc, National Australia Bank Limited, acting through its Australian offices and Hong Kong branch, Nomura International plc, The Royal Bank of Scotland plc, Australia Branch, Standard Chartered Bank and UBS AG, acting through its Australia and Hong Kong branches have been appointed by the Issuer as dealers under the Programme (each a Dealer and together with any further dealers appointed by the Issuer pursuant to the terms of the Dealer Agreement (as defined below), the Dealers) in respect of Instruments to be issued under the Programme. The information contained in this Information Memorandum (the Information Memorandum) has been supplied by the Issuer who has approved this Information Memorandum and, subject to the page 1

4 terms and conditions of the Amended and Restated Dealer Agreement dated 10 June 2011, as the same may be further amended from time to time (the Dealer Agreement) between the Issuer, the Arranger and the Dealers, authorised the Arranger and the Dealers to distribute copies thereof in connection with the Programme to investors or potential investors. This Information Memorandum replaces the information memorandum dated 21 June The Issuer has confirmed to the Dealers that the information contained in this Information Memorandum regarding the Issuer is, at the time of issue of any Instruments, not misleading or deceptive or likely to mislead or deceive in any material respect. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Information Memorandum or any supplement thereto or any other information provided by the Issuer in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Information Memorandum or any supplement thereto or any other information provided by the Issuer in connection with the Programme. No person is, or has been, authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Information Memorandum or any supplement thereto or any other information supplied in connection with the Programme or the Instruments and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither this Information Memorandum nor any other information supplied in connection with the Programme or any Instruments is intended to provide the basis of any credit or other evaluation or should be considered as a recommendation by the Issuer or any Dealer that any recipient of this Information Memorandum or any other information supplied in connection with the Programme or any Instruments should purchase any Instruments. Each investor contemplating purchasing any Instruments should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer. Neither this Information Memorandum nor any other information supplied in connection with the Programme or the issue of any Instruments constitutes an offer or invitation by or on behalf of the Issuer or any Dealer to any person to subscribe for or purchase any Instruments. Neither the delivery of this Information Memorandum nor the offering, sale or delivery of any Instruments shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date of this Information Memorandum or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Instruments of any information coming to their attention or to update the Information Memorandum. Investors should review, inter alia, the most recently published documents incorporated by reference into this Information Memorandum when deciding whether or not to purchase any Instruments. This Information Memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, any Instruments in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Information Memorandum and the offer or sale of Instruments may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Information Memorandum may be lawfully distributed, or that any Instruments may page 2

5 be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers which would permit a public offering of any Instruments or distribution of this Information Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no Instruments may be offered or sold, directly or indirectly, and neither this Information Memorandum nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons obtaining this Information Memorandum or any Instruments or any interest in such Instruments or any rights in respect of such Instruments are required by the Issuer, the Arranger and the Dealers to inform themselves about and to observe any such laws and regulations. In particular, but without limitation, such persons are required to comply with the restrictions on offers or sales of Instruments and on distribution of this Information Memorandum and other information in relation to the Instruments and the Issuer set out in the section of this Information Memorandum entitled "Sale Restrictions". This Information Memorandum is neither a prospectus nor a Product Disclosure Statement for the purposes of the Corporations Act 2001 of Australia (Corporations Act) and is not required to be lodged with the Australian Securities and Investments Commission. Accordingly, a person may not (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy or sell the Instruments, or distribute this Information Memorandum where such offer, issue or distribution is received by a person in the Commonwealth of Australia, its territories or possessions (Australia), except if: (c) the amount payable by the offeree or transferee in relation to the relevant Instruments is a minimum of A$500,000 (or its equivalent in other currencies) (disregarding amounts, if any, lent to by offeror or its associates to the offeree or transferee) or if the offer or invitation to the offeree or transferee is otherwise an offer or invitation that does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act; the offer or invitation does not constitute an offer to a retail client for the purposes of section 761G of the Corporations Act; and the offer or invitation complies with all applicable laws and directives. THE INSTRUMENTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (SECURITIES ACT) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE INSTRUMENTS INCLUDE INSTRUMENTS IN BEARER FORM THAT ARE SUBJECT TO U.S. TAX REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE INSTRUMENTS MAY NOT BE OFFERED, SOLD OR IN THE CASE OF BEARER INSTRUMENTS, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (REGULATION S)). THE INSTRUMENTS ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE INSTRUMENTS AND DISTRIBUTION OF THIS INFORMATION MEMORANDUM, SEE "SALE RESTRICTIONS". THE INSTRUMENTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE page 3

6 FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. Where this Information Memorandum refers to the provisions of any other document, such reference should not be relied upon and the relevant document must be referred to for its full effect. In this Information Memorandum references to USD or US$ are to United States dollars, to AUD or A$ are to Australian dollars, to EUR or are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community and references to GBP, Sterling or are to pounds sterling. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive), Member States of the European Economic Area (Member States) are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident, or certain limited types of entities established, in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-eu countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the EU Savings Directive. The European Commission has proposed certain amendments to the Savings Directive, which may, if implemented amend or broaden the scope of the requirements described above. Investors who are in any doubt as to their position should consult their professional advisors. page 4

7 Documents Incorporated by Reference The following documents published or issued from time to time after the date hereof shall be deemed to be incorporated in, and to form part of, this Information Memorandum: the most recently published audited consolidated or non-consolidated (if any) annual financial statements and, if published later, the most recently published interim consolidated financial statements of the Issuer (and, in each case, together with any English translation whether released at the same time or a subsequent time); and all supplements or amendments to this Information Memorandum circulated by the Issuer from time to time, save that any statement contained herein or in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Information Memorandum to the extent that a statement contained in any such subsequent document which is deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Memorandum. Investors in the Instruments shall be deemed to have notice of all information contained in, or incorporated by reference in, such documents as if all such information were included in this Information Memorandum. Investors who have not previously reviewed such information should do so prior to their purchase of any Instruments. The Issuer will provide, without charge, to each person to whom a copy of this Information Memorandum has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer at its office set out at the end of this Information Memorandum. Copies of the most recently published annual reports of the Issuer are available on the following website: page 5

8 Programme Summary The following is a brief summary only and should be read in conjunction with the rest of this Information Memorandum and, in relation to any Registered Instruments, in conjunction with the relevant Terms and Conditions and, in the case of an issue of Registered MTNs, the relevant MTN Supplement or, in the case of an issue of Bearer MTNs, the relevant Bearer MTN Supplement or, in the case of an issue of Registered STNs, the applicable STN Supplement and, in the case of an issue of Bearer Instruments (other than Bearer MTNs), the terms of those Bearer Instruments. Capitalised terms used in the summary and not otherwise defined in it or in the Important Notice section of this Information Memorandum are defined in Condition 1 of the relevant Terms and Conditions. Issuer: Programme: Arranger: Dealers: Additional Dealers: Programme Size: Industrial and Commercial Bank of China Limited, Sydney Branch. An uncommitted debt issuance programme, under which the Issuer may elect to issue Registered STNs and Registered MTNs in Australia and in jurisdictions outside Australia and Bearer Instruments in jurisdictions outside Australia. Industrial and Commercial Bank of China Limited, Sydney Branch. Australia and New Zealand Banking Group Limited; Bank of America Merrill Lynch International Limited; BNP Paribas, Hong Kong Branch; BRED Banque Populaire; Citibank International plc; Commonwealth Bank of Australia, acting through its Australian offices and Hong Kong branch; The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch; Industrial and Commercial Bank of China (Asia) Limited; Industrial and Commercial Bank of China Limited, Sydney Branch; ING Bank N.V.; Merrill Lynch International; Morgan Stanley & Co. International plc; National Australia Bank Limited, acting through its Australian offices and Hong Kong branch; Nomura International plc; The Royal Bank of Scotland plc, Australia Branch; Standard Chartered Bank; and UBS AG, acting through its Australia and Hong Kong branches. Additional dealers may be appointed by the Issuer from time to time in accordance with the Dealer Agreement. The aggregate principal amount of Instruments outstanding at any time under the Programme will not exceed USD 15,000,000,000 (fifteen billion United States dollars) or its page 6

9 equivalent in other currencies. The Programme Size may be further increased from time to time in accordance with the terms of the Dealer Agreement. Currencies: Interest: Paying Agents: Instruments may be issued or deposits accepted in United States dollars and any freely transferable currency agreed between the Issuer and the relevant Dealer which is freely convertible into Australian dollars provided that the issue of Instruments denominated in such currency is not prohibited by or contrary to any law or regulation and subject to any relevant permission of the regulatory authorities concerned having been obtained or satisfied. The Instruments may be issued at a discount or may bear interest at a fixed or floating rate or a coupon calculated by reference to an index. Domestic Paying Agent and Offshore Paying Agent. The following sections apply to Registered Instruments Denomination of the Registered Instruments: Unless otherwise specified in the relevant STN Supplement or the relevant MTN Supplement (as the case may be), Registered Instruments will be issued in denominations of A$200,000 (or its equivalent in other currencies). Registered Instruments may only be issued if the consideration payable to the Issuer by the relevant purchasers is a minimum of A$500,000 (or its equivalent in other currencies) (disregarding amounts, if any, lent by the Issuer or other person offering the Registered Instruments or its associates (within the meaning of those expressions in Parts 6D.2 and 7.9 of the Corporations Act)) or the issue is otherwise in circumstances that do not require disclosure under Parts 6D.2 and 7.9 of the Corporations Act. Domestic Paying Agent: BTA Institutional Services Australia Limited (ABN ). Registrar: Calculation Agent: Form of Registered Instruments: BTA Institutional Services Australia Limited. The Domestic Paying Agent or such other calculation agent appointed by the Issuer and identified in the relevant STN Supplement or the relevant MTN Supplement (as the case may be). Registered Instruments will be issued in registered form and will be constituted by and under the Instrument Deed Poll and will take the form of entries on the register (the Register) maintained by the Registrar in Sydney (or any other place in page 7

10 New South Wales agreed between the Issuer and the Registrar). Tenor: Registered STNs will have a minimum tenor of one day and a maximum tenor of 364 days, subject to all applicable laws and regulations. Registered MTNs will have a minimum tenor of 365 days or any greater period agreed by the Issuer and the Dealer(s), subject to all applicable laws and regulations. MTN Supplement: STN Supplement: Transfer Procedures: A MTN Supplement will be prepared in respect of each Tranche of Registered MTNs which will provide particular information relating to that Tranche of Registered MTNs to be issued as part of the relevant Series. A STN Supplement will be prepared in respect of each Tranche of Registered STNs which will provide particular information relating to that Tranche of STNs to be issued, or deposit accepted, as part of the Series. Unless otherwise specified in the relevant STN Supplement or the relevant MTN Supplement (as the case may be), the Registered Instruments are transferable in integral multiples of A$200,000 (or its equivalent in other currencies) subject to a minimum amount payable of A$500,000 (or its equivalent in other currencies) (disregarding amounts, if any, lent by the Issuer or other person offering the Registered Instruments or its associates (within the meaning of those expressions in Parts 6D.2 and 7.9 of the Corporations Act) unless the transfer is such that it does not require disclosure under Parts 6D.2 and 7.9 of the Corporations Act. Transfers of Registered Instruments outside of Australia must be made in compliance with all applicable laws and regulations of the jurisdiction in which such transfer takes place. Registered Instruments entered in the Austraclear System will be transferred only in accordance with the Austraclear Regulations. If Registered Instruments are not entered in, or are removed from, the Austraclear System a transfer of Registered Instruments may only be made by lodgement of a duly completed transfer and acceptance form with the Registrar. Transfer and acceptance forms can be obtained from the Registrar. A transfer takes effect once the transferee s name has been entered on the Register. Status of the Registered Instruments: The MTNs are direct, unsecured and unsubordinated obligations of the Issuer and rank equally amongst themselves and pari page 8

11 passu with all present and future unsubordinated and unsecured obligations of the Issuer (save for certain debts of the Issuer required to be preferred by the law, including, but not limited to, under section 86 of the Reserve Bank Act). The Registered STNs are direct, unsecured and unsubordinated obligations of the Issuer and rank equally amongst themselves and pari passu with all present and future unsubordinated and unsecured obligations of the Issuer (save for certain debts of the Issuer required to be preferred by the law). The depositor protection provisions of Division 2 of Part II of the Banking Act do not apply to the Issuer (including the Issuer acting through its Australian branch). Payment: Subject to the terms of any notice to the contrary given to holders of the Registered Instruments (Registered Instrument Holders) by the Issuer, payments will be made to persons whose names are entered in the Register. While the Registered Instruments are lodged in the Austraclear System, Austraclear Ltd (ABN ) will be the Registered Instrument Holder and all payments and transfers to relevant account holders will be made in accordance with the Austraclear Regulations. Payments in respect of Registered Instruments not lodged in, or removed from, the Austraclear System will be made to the persons whose names are entered in the Register to such account maintained in Australia as has been previously notified by them to the Registrar. In the event that such account details have not been provided payment will be made by cheque (drawn on a bank in Australia in favour of the registered owner) and mailed to the registered owner of such Registered Instrument. Redemption: Registered STNs may not be redeemed prior to their stated maturity. Unless previously redeemed or purchased and cancelled by the Issuer, each Registered MTN will be redeemed on its Maturity Date at the Outstanding Principal Amount or such other redemption amount as may be specified in or calculated or determined in accordance with the provisions of the relevant MTN Supplement. Registered Instruments traded on the Austraclear System will be redeemed at maturity in a manner consistent with the Austraclear Regulations. Clearing Systems: Upon issue or acceptance of deposit the Registered Instruments will, unless otherwise provided in the relevant STN Supplement page 9

12 or the relevant MTN Supplement (as the case may be), be lodged in and traded under the Austraclear System in a manner consistent with the Austraclear Regulations. On admission to the Austraclear System, interests in the Registered Instruments may be held through Euroclear Bank S.A./N.V. (Euroclear) or Clearstream Banking, société anonyme (Clearstream). In these circumstances, entitlements in respect of holdings of interests in the Registered Instruments in Euroclear would be held in the Austraclear System by HSBC Custody Nominees (Australia) Limited as nominee of Euroclear while entitlements in respect of holdings of interests in the Registered Instruments in Clearstream would be held in the Austraclear System by a nominee of J.P. Morgan Chase Bank, N.A. as custodian for Clearstream. The rights of a Registered Instrument Holder in respect of Registered Instruments held through Euroclear or Clearstream are subject to the respective rules and regulations for accountholders of Euroclear and Clearstream and their respective nominees and the rules and regulations of the Austraclear System (in each case the Regulations). In addition, any transfer of interests in Registered Instruments which are held through Euroclear or Clearstream and to the extent that such transfer will be recorded in the Austraclear System will be subject to the Corporations Act and such other requirements as set out in the Registered Instruments. Listing: The Registered STNs will not be listed on any stock exchange. Application may be made for one or more Tranches of Registered MTNs issued under the Programme to be listed on the Australian Securities Exchange operated by ASX Limited (ABN ) (ASX) or on any other stock exchange. Registered MTNs which are listed on the ASX will not be transferred through or registered on the Clearing House Electronic Subregister System (CHESS) and will not be CHESS approved securities. Such Registered MTNs may be transferred in the Austraclear System (see Transfer Procedures above). Governing Law: The Registered Instruments and the Instrument Deed Poll will be governed by the laws of New South Wales. page 10

13 Withholding Taxes: Registered STNs All payments in respect of the Registered STNs will be made without withholding or deduction for or on account of withholding taxes of the Commonwealth of Australia or The People s Republic of China unless such withholding or deduction is required by law. The Issuer is not required to pay any additional amount in respect of the Registered STNs if any such withholding or deduction is required. Registered MTNs All payments in respect of the Registered MTNs will be made without withholding or deduction for or on account of withholding taxes of the Commonwealth of Australia or The People s Republic of China unless such withholding or deduction is required by law. If the Issuer is required to make any such withholding or deduction, then, subject to customary exceptions as set out in the Registered MTN Terms and Conditions, the Issuer will be required to pay an additional amount in respect of such withholding or deduction. Registered Instruments It is intended that Registered Instruments will be issued in a manner that enables the Issuer to pay Registered Instrument Holders without any withholding or deduction on account of Australian interest withholding tax. For further information see the section of this Information Memorandum entitled Taxation. Australian Taxes (including Tax File Number or Australian Business Number): The Issuer may be required under Australian taxation laws to deduct amounts from payments in respect of Registered Instruments at the prescribed rate (currently 46.5% (to be increased to 47% in respect of assessments after 1 July 2014)) to an Australian resident investor or non-resident investor that holds a Registered Instrument in connection with activities in Australia and has not supplied an appropriate tax file number, (if applicable) an Australian business number or other exemption details as may be necessary to enable the payment to be made without the required withholding or deduction. For further information see the section of this Information Memorandum entitled Taxation. The following sections apply to Bearer Instruments Restriction on offering of CDs: The Issuer is not currently authorised to issue CDs for the purposes of the Financial Services and Markets Act 2000 (the page 11

14 FSMA) of the United Kingdom. Accordingly, the Issuer will not issue CDs to any investors in the European Economic Area (EEA). Denominations: Subject to the following paragraphs, a minimum denomination of A$100,000 or other conventionally accepted denominations in other currencies as may be agreed between the Issuer and the relevant Dealer from time to time, subject to compliance with all applicable legal and regulatory requirements. Minimum denominations may be changed from time to time subject to compliance with all applicable legal and regulatory requirements. Bearer Instruments which are offered in the EEA will be issued in such denominations as may be specified on face of such Bearer Instrument or the Bearer MTN Terms and Conditions applicable to such Bearer Instruments (as applicable), subject to compliance with all applicable legal and/or regulatory requirements. Bearer Instruments offered in the EEA must, and subject to the following paragraph, at all times have a minimum denomination of EUR100,000 (or its equivalent in other currencies as at the date of issue of the relevant Bearer Instruments). Any Bearer Instrument having a maturity of less than one year, the issue proceeds of which are to be accepted by the Issuer in the United Kingdom must have a minimum redemption value of 100,000 (or its equivalent in an alternative currency) and be issued only to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses or be issued in other circumstances which do not constitute a contravention of section 19 of the FSMA by the Issuer. Offshore Paying Agent and Calculation Agent: The Bank of New York Mellon, London Branch. Form of Bearer Instruments: Each issue of Bearer Instruments (other than CDs) will be represented by a global Bearer Instrument which will initially be exchangeable only in whole but not in part for definitive notes in bearer form upon default or in certain other limited circumstances as set out in such global Bearer Instrument. Each issue of Bearer Instruments which are CDs will be represented either: (i) by a global CD which will be exchangeable only in whole page 12

15 but not in part for definitive CDs in bearer form upon default or in certain other limited circumstances as set out in such global CD; or (ii) by definitive CDs in bearer form. Status of Bearer Instruments: The Bearer Instruments are direct, unsecured and unsubordinated obligations of the Issuer and rank equally amongst themselves and pari passu with all present and future unsubordinated and unsecured obligations of the Issuer (save for certain debts of the Issuer required to be preferred by the law, including, but not limited to, under section 86 of the Reserve Bank Act). Maturity of Bearer Instruments: Bearer Instruments (other than CDs and Bearer MTNs) may have a maturity of not less than one day and not more than 364 days, subject to compliance with all applicable legal and regulatory requirements. Bearer MTNs will have a minimum tenor of 365 days or any greater period agreed by the Issuer and the Dealer(s), subject to all applicable laws and regulations. CDs may have a maturity of not less than one day and not more than five years, subject to compliance with all applicable legal and regulatory requirements, provided that, CDs with a maturity in excess of 365 days may be redeemed at the option of the Issuer prior to their stated maturity for certain tax reasons as set out in the CDs. Bearer MTN Supplement: Delivery of Bearer Instruments: A Bearer MTN Supplement will be prepared in respect of each Tranche of Bearer MTNs which will provide particular information relating to that Tranche of Bearer MTNs to be issued as part of the relevant Series. Bearer Instruments may be delivered to a common depositary for Euroclear and/or Clearstream, as the case may be. CDs may also be available in definitive form upon issue. Account holders will, in respect of Bearer Instruments in global form, have the benefit of a Deed of Covenant dated 11 October 2010 (the Deed of Covenant) copies of which may be inspected during normal business hours at the offices of the Offshore Paying Agent. Payment: Subject to the terms of any notice to the contrary given to holders of the Bearer Instruments by the Issuer, payment will be effected through Euroclear or Clearstream or made against presentation of the Bearer Instruments at the offices of the Offshore Paying Agent, as the case may be. Such payments page 13

16 are to be made in accordance with the conditions on the Bearer Instruments, subject in all cases to any fiscal or other laws and regulations applicable thereto. Redemption: Bearer Instruments (other than Bearer MTNs) may be redeemed at par or at an amount calculated by reference to an index or formula. Unless previously redeemed or purchased and cancelled by the Issuer, each Bearer MTN will be redeemed on its Maturity Date at the Outstanding Principal Amount or such other redemption amount as may be specified in or calculated or determined in accordance with the provisions of the relevant Bearer MTN Supplement. If the proceeds of an issuance of Bearer Instruments (other than Bearer MTNs) is to be held in an account maintained in the United Kingdom, such Bearer Instruments must be redeemed at an amount of not less than 100,000 (or its equivalent in an alternative currency) unless permitted by all applicable laws and regulations. Clearing Systems: Listing: Governing Law: Interest Withholding Taxes: Euroclear and/or Clearstream. The Bearer Instruments will not be listed on any stock exchange. The Bearer Instruments and the Deed of Covenant will be governed by the laws of England. All payments in respect of the Bearer Instruments will be made without withholding or deduction for or on account of withholding taxes of the Commonwealth of Australia or The People s Republic of China unless such withholding or deduction is required by law. The following sections apply to all Instruments If the Issuer is required to make any such withholding or deduction, then, subject to customary exceptions as set out the relevant Bearer Instrument the Issuer will be required to pay an additional amount in respect of such withholding or deduction. It is intended that Bearer Instruments will be issued in a manner that enables the Issuer to pay holders of the Bearer Instruments free of Australian interest withholding tax. For further information see the section of this Information Memorandum entitled Taxation. Prescription: The Instruments will become void unless presented for payment within a period of five years (in the case of principal page 14

17 and interest) after the Relevant Date therefor. Relevant Date means the date on which such payment first becomes due, except that if such payment has been received after the due date by the relevant Paying Agent, means such date on which the relevant Paying Agent has received the aforementioned payment. Stamp Duty: Any stamp duty incurred on the issuance of the Instruments will be for the account of the Issuer. Any stamp duty incurred on a transfer of Instruments will be for the account of the holder of the Instrument. As at the date of this Information Memorandum, no stamp duty is payable in any Australian State or Territory on the issuance or transfer of the Instruments. Selling Restrictions: Offers and sales of Instruments and the distribution of this Information Memorandum and other information relating to the Issuer and the Instruments are subject to all applicable selling restrictions including, without limitation, those set out under the section of this Information Memorandum entitled "Sale Restrictions". page 15

18 Form, Settlement and Transfer Registered Instruments Austraclear On issue or acceptance of deposit of a Registered Instrument the Issuer will (unless otherwise agreed with the Registered Instrument Holder) procure that the Registered Instruments are entered into the Austraclear System. On entry, Austraclear Ltd (ABN ) will become the sole registered holder and legal owner of the Registered Instrument. Members of the Austraclear System (Accountholders) acquire rights against Austraclear in relation to those Registered Instruments as beneficial owners and Austraclear is required to deal with the Registered Instruments in accordance with the directions and instructions of the Accountholders. Any potential investors who are not Accountholders may hold their interest in the relevant Registered Instruments through a nominee who is an Accountholder. All payments by the Issuer in respect of Registered Instruments entered in the Austraclear System will be made directly to an account agreed with Austraclear or as it directs in accordance with the Regulations. Accountholders may, on request to the Registrar receive written confirmation from the Registrar that they are noted in the Register in respect of a specified number of Registered Instruments. Holding of Registered Instruments through Euroclear and Clearstream Interests in the Registered Instruments lodged in the Austraclear System may be held through Euroclear or Clearstream. In these circumstances, entitlements in respect of holdings of interests in the Registered Instruments in Euroclear would be held in the Austraclear System by HSBC Custody Nominees (Australia) Limited as nominee of Euroclear, while entitlements in respect of holdings of interests in the Registered Instruments in Clearstream would be held in the Austraclear System by a nominee of J.P. Morgan Chase Bank, N.A. as custodian for Clearstream. The rights of a holder of interests in Registered Instruments held through Euroclear or Clearstream are subject to the respective rules and regulations for accountholders of Euroclear and Clearstream and their respective nominees and the rules and regulations of the Austraclear System. In addition, any transfer of interests in Registered Instruments which are held through Euroclear or Clearstream, and to the extent such transfer is in respect of offers in, or received in, Australia, will be subject to the Corporations Act and the other requirements set out in the Registered Instruments. Bearer Instruments The Issuer may make applications to Euroclear and/or Clearstream for acceptance in their respective systems in respect of any Tranche of Bearer Instruments. In respect of Bearer Instruments, a permanent Instrument in bearer form without coupons may be deposited with a common depositary for Euroclear and/or Clearstream. Transfers of interests in such permanent Bearer Instrument will be made in accordance with the normal Euromarket debt securities operating procedures of Euroclear and Clearstream. page 16

19 Background Information Description of the Issuer Industrial and Commercial Bank of China Limited, Sydney Branch is a foreign branch office of Industrial and Commercial Bank of China Limited. On 19 May 2008, APRA approved Industrial and Commercial Bank of China Limited as a foreign authorised deposit-taking institution authorising it to carry on banking business in Australia. Industrial and Commercial Bank of China Limited, Sydney Branch provides a range of banking services, including trade financing, project financing, syndicated loans, corporate loans, deposits, foreign exchange and derivatives, remittance, settlement, clearing and other related services. Industrial and Commercial Bank of China Limited was established on 1 January 1984 and was wholly restructured to a joint-stock limited company in October On 27 October 2006, it was listed on both the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited. Further information on ICBC is available from the following website: page 17

20 STN Terms and Conditions The following are the form of the STN Terms and Conditions (the STN Terms and Conditions) which will apply to each STN in registered form issued under the USD 15,000,000,000 Debt Instrument Programme (the Programme) of Industrial and Commercial Bank of China Limited, Sydney Branch (ABN ) (the Issuer), as supplemented, modified or replaced in relation to any STNs by the relevant STN Supplement which will be applicable to a particular Tranche of STNs. The STN Terms and Conditions as set out in the Instrument Deed Poll apply and prevail to the extent of any inconsistency. The STNs are constituted by the Second Amended and Restated Instrument Deed Poll (the Instrument Deed Poll) dated 31 January 2014 executed by the Issuer and by inscription in the Register and are issued with the benefit of the Agency and Registry Services Agreement (as defined below). Copies of those documents are available for inspection during normal business hours at the following office of the Domestic Paying Agent: Level 2 35 Clarence Street Sydney NSW 2000 Attention: Relationship Management Group The registered holders of STNs (STN Holders) are entitled to the benefit of, are bound by and are deemed to have notice of, all the provisions contained in the Instrument Deed Poll, and the Agency and Registry Services Agreement. Words and expressions defined in the Agency and Registry Services Agreement or used in the relevant STN Supplement shall have the same meaning where used in the STN Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of any inconsistency between the Agency and Registry Services Agreement and the relevant STN Supplement, the relevant STN Supplement will prevail. 1 Interpretation 1.1 Definitions The following words have these meanings in these STN Terms and Conditions unless the contrary intention appears: Additional Business Centres has the meaning given in the relevant STN Supplement. Agency and Registry Services Agreement means the agreement of the same name dated 11 October 2010 between the Issuer, the Domestic Paying Agent and the Registrar for the domestic paying agency and registry services for the Instruments and any other agreement for those services. Austraclear means Austraclear Ltd (ABN ) or its successor. Austraclear System means the system operated by Austraclear in accordance with the Regulations. Australian dollars or A$ means the lawful currency of Australia from time to time. page 18

21 Banking Act means the Banking Act 1959 of the Commonwealth of Australia. Business Day means a day on which: (c) commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency markets) in Sydney and any Additional Business Centres specified in the relevant STN Supplement; Austraclear is open for business excluding a Saturday, Sunday or public holiday in Sydney; and if a STN is to be issued or paid, each relevant clearing system (including the Austraclear System and/or Euroclear or Clearstream, Luxembourg) is operating. Business Day Convention in respect of a STN, means the convention specified in the relevant STN Supplement for that STN and recorded in the Register, for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. The following terms, when used in conjunction with the term Business Day Convention and a date, shall mean that an adjustment will be made if that date would otherwise fall on a day that is not a Business Day so that: (c) if Following is specified, that date will be the following Business Day; if Modified Following or Modified is specified, that date will be the following Business Day unless that day falls in the next calendar month, in which case that date will be the preceding Business Day; and if Preceding is specified, that date will be the preceding Business Day. If no convention is specified in the relevant Pricing Supplement, the Following Business Day Convention applies. Different conventions may be specified in relation to, or apply to, different dates. Clearstream, Luxembourg means Clearstream Banking, société anonyme or its successor. Condition means the correspondingly numbered condition in these terms and conditions. Corporations Act means the Corporations Act 2001 of the Commonwealth of Australia. Deposit Date means any day on which any TD or any other form of deposit evidenced by a STN is or is to be deposited as specified in, or determined in accordance with, the provisions of the relevant STN Supplement. Domestic Paying Agent means BTA Institutional Services Australia Limited (ABN ) in its capacity as domestic paying agent or any other domestic paying agent specified in the relevant STN supplement. Euroclear means Euroclear Bank S.A./N.V. or its successor. Euroclear System means the system operated by Euroclear. page 19

22 GST means any goods and services or similar tax, together with any related interest, penalties, fines or other charge. Information Memorandum means at any time the information memorandum issued in connection with the issue, sale or purchase of, among other instruments, STNs to STN Holders, as revised, supplemented or amended from time to time by the Issuer and such documents as are from time to time incorporated into it by reference (but not including any information or documents superseded by any information subsequently included or incorporated). Instrument Deed Poll means the Second Amended and Restated Instrument Deed Poll dated 31 January 2014 entered into by the Issuer for the benefit of, among others, the STN Holders which, together with inscription in the Register, constitutes the STNs in registered form. Interest Accrual Date means, in relation to a STN, the Issue Date or Deposit Date, as the case may be, or such other date as may be specified as such in the STN Supplement as the date on and from which interest accrues on that STN. Interest Payment Date means, in relation to any STN, each date specified in, or determined in accordance with the provisions of, the STN Supplement as a date on which a payment of interest on that STN is due and adjusted, if necessary, in accordance with the applicable Business Day Convention. Interest Rate means, in relation to any STN, the rate of interest (expressed as a per cent per annum) payable in respect of that STN specified in, or calculated or determined in accordance with the provisions of, the STN Supplement. Issue Date means, in relation to any STN, the date recorded or to be recorded in the Register as the date on which the STN is issued. Maturity Date means, in relation to any STN, the date specified in the relevant STN Supplement as the Maturity Date for that STN. Outstanding Principal Amount means, in relation to a STN, the principal amount outstanding on that STN from time to time and, where a STN is denominated in a currency other than Australian dollars and such amount is required to be determined in Australian dollars, the Australian dollar equivalent of a STN denominated in such other currency calculated on the basis of the spot rate of exchange for the sale of Australian dollars against the purchase of such other currency in the Sydney foreign exchange market quoted by a leading bank selected by the Issuer on the exchange date. The calculation date is, at the discretion of the Issuer, either the date of the relevant STN Supplement for such STNs or the preceding day on which commercial banks and foreign exchange markets are open for business in Sydney. Programme means the Issuer s USD 15,000,000,000 debt instrument programme (as such amount may be amended from time to time). Redemption Amount means, in relation to any STN, the Outstanding Principal Amount or such other redemption amount as may be specified in, or calculated or determined in accordance with the provisions of, the relevant STN Supplement. page 20

23 Register means a register of STN Holders maintained by the Registrar on behalf of the Issuer in which is entered the name and address of STN Holders whose STNs are carried on that Register, the amount of STNs held by each STN Holder and the Tranche, Series, date of issue and transfer of those STNs and any other particulars which the Issuer sees fit. Registrar means BTA Institutional Services Australia Limited in its capacity as registrar of the STNs or such other person appointed by the Issuer to establish and maintain the Register on the Issuer's behalf from time to time. Regulations means: in respect of Austraclear, the rules, regulations and operating manual of Austraclear from time to time; or in respect of Euroclear or Clearstream, Luxembourg, the terms and conditions and rules and operating procedures of Euroclear or Clearstream, Luxembourg from time to time. Relevant Member has the meaning given in Condition 4.1(c). Reserve Bank Act means the Reserve Bank Act 1959 of the Commonwealth of Australia. Series means STNs having identical terms (except for the Issue Date or Deposit Date, as the case may be, the issue price and the amount of the first payment of interest) and which are expressed to be consolidated and to form a single series. STN means a short term debt obligation of the Issuer in registered form constituted by, and owing under the Instrument Deed Poll, the details of which are recorded in, and evidenced by, entry in, the Register and for the avoidance of doubt includes a TD. STN Holder means a person whose name is for the time being entered in the Register as a holder of a STN and when a STN is entered into the Austraclear System includes Austraclear or any other entity acting on behalf of any member of the Austraclear System. STN Supplement means the STN supplement executed by the Issuer and prepared in relation to the STNs of the relevant Tranche or Series (substantially in the form set out in the Information Memorandum) as a supplement, modification or replacement of the STN Terms and Conditions and giving details of that Tranche or Series. Tax includes any tax, levy, impost, deduction, charge, rate, duty, GST or withholding which is levied or imposed by the Commonwealth of Australia or The People s Republic of China or, in the case of either jurisdiction any political subdivision or taxing authority in it, and any related interest, penalty, charge, fee or other amount. TD means a transferable deposit debt obligation of the Issuer in registered form constituted by, and owing under the Instrument Deed Poll, the details of which are recorded in, and evidenced by, entry in the Register. Tranche means STNs issued or accepted for deposit on the same Issue Date or Deposit Date, as the case may be, the terms of which are identical in all respects. page 21

24 Transfer and Acceptance Form means such form as the Registrar adopts in line with the then current market practice to effect a transfer of STNs. 2 Form and Title 2.1 Form Each STN is issued in registered form. The holders of STNs are recorded in the Register. Each STN is a separate debt obligation of the Issuer and may (subject to Condition 4.7) be transferred separately from any other STN. 2.2 Currency and amounts STNs will be denominated in and issued in such minimum denominations of Australian dollars or any other applicable alternative currency set out in the relevant STN Supplement, provided that if no such minimum denomination is so specified the minimum denomination shall at all times be equal to or greater than A$200,000 (or its equivalent in other currencies). STNs may only be issued or sold if the amount subscribed for, or the consideration payable to the Issuer, by the relevant STN Holder is a minimum of A$500,000 (or its equivalent in other currencies (disregarding amounts, if any, lent by the Issuer or other person offering the STNs or its associates (within the meaning of those expressions in Parts 6D.2 and 7.9 of the Corporations Act)) or the issue or sale is otherwise in circumstances that do not require disclosure under Parts 6D.2 and 7.9 of the Corporations Act. 2.3 STN owners (c) Subject to paragraph (c) below, the person whose name is inscribed in the Register as the registered owner of any STN from time to time will be treated by the Issuer, the Paying Agent and the Registrar as the absolute owner of such STN for all purposes whether or not any payment in relation to such STN is overdue and regardless of any notice of ownership or any other interest inscribed in the Register. Two or more persons registered as STN Holders are taken to be joint holders with right of survivorship between them. Subject to paragraph (c) below, upon a person acquiring title to a STN by virtue of becoming registered as the owner of that STN, all rights and entitlements arising by virtue of the Instrument Deed Poll in respect of that STN vest absolutely in the registered owner of the STN, so that no person who has previously been registered as the owner of the STN nor any other person has or is entitled to assert against the Issuer or the Registrar or the registered owner of the STN for the time being and from time to time any rights, benefits or entitlements in respect of the STN. Neither the Issuer nor the Registrar nor any other person is, except as required by order of a court of competent jurisdiction, or as required by law, obliged to take notice of any other claim to or in respect of STNs. page 22

25 (d) Without limitation, except as provided by statute or as required by order of a court of competent jurisdiction, no notice of any trust (whether express, implied or constructive) may be entered in the Register in respect of a STN and the Registrar is not obliged to recognise any trust. 2.4 Inscription conclusive Each inscription in the Register in respect of a STN is: (c) sufficient and conclusive evidence to all persons and for all purposes that the person whose name is so inscribed is the registered owner of the STN; evidence for the benefit of the relevant STN Holder, that a separate and individual acknowledgement by the Issuer of its indebtedness to that person is constituted by the Instrument Deed Poll and of the vesting in such person of all rights vested in a STN Holder by the Instrument Deed Poll; and evidence that the person whose name is so inscribed is entitled to the benefit of an unconditional and irrevocable undertaking by the Issuer constituted by the Instrument Deed Poll that the Issuer will make all payments of principal and interest (if any) in respect of the STN in accordance with these STN Terms and Conditions. 2.5 Manifest errors The making of, or the giving effect to, a manifest error in an inscription into the Register will not avoid the constitution, issue or transfer of a STN. The Registrar must correct any manifest error of which it becomes aware. 2.6 No certificate Except as permitted under paragraph, no certificate or other evidence of title shall be issued by or on behalf of the Issuer to evidence title to a STN unless the Issuer determines that certificates should be made available or that it is required to do so under any applicable law or regulation. The Issuer agrees, on request by a STN Holder, to procure the Registrar to provide (and the Registrar agrees to provide) to the STN Holder, at that STN Holder s expense, a certified extract of the particulars entered on the Register in relation to that STN Holder and the STNs held by it. 3 Status 3.1 Status The STNs are direct, unsecured and unsubordinated obligations of the Issuer and rank equally amongst themselves and pari passu with all present and future unsubordinated and unsecured obligations of the Issuer (save for certain debts of the Issuer required to be preferred by the law). The ranking of STNs is not affected by the date of registration of any STN Holder in the Register. page 23

26 3.2 Status of STNs as deposit liabilities The depositor protection provisions of Division 2 of Part II of the Banking Act do not apply to the Issuer (including the Issuer acting through its Australian branch). 3.3 No set-off Subject to applicable law, no STN Holder may exercise or claim any right of set-off in respect of any amounts owed to it by the Issuer arising under or in connection with the STNs and each such STN Holder shall, by virtue of their subscription, purchase or holding of any STN, be deemed to have waived all such rights of set-off. 4 Transfers 4.1 STNs lodged in Austraclear Unless the relevant STN Supplement otherwise provides, the STNs will be lodged, subject to the agreement of Austraclear, into the Austraclear System. If the STNs are lodged into the Austraclear System, the Registrar will enter Austraclear in the Register as the STN Holder of those STNs. While those STNs remain in the Austraclear System: (i) (ii) all payments and notices required of the Issuer or the Registrar in relation to those STNs will be made or directed to Austraclear in accordance with the Regulations; and all dealings (including transfers and payments) in relation to those STNs within the Austraclear System will be governed by the Regulations and need not comply with these STN Terms and Conditions to the extent of any inconsistency. (c) If Austraclear is entered in the Register in respect of a STN, despite any other provision of these STN Terms and Conditions, that STN is not transferable on the Register, and the Issuer may not, and must procure that the Registrar does not, register any transfer of that STN, and the relevant member of the Austraclear System to whose security account the STN is credited in respect of that STN (the Relevant Member) has no right to request any registration or any transfer of that STN, except that: (i) (ii) for any repurchase, redemption or cancellation (whether on or before the Maturity Date of the STN), a transfer of that STN from Austraclear to the Issuer may be entered in the Register; and either: (A) Austraclear gives notices to the Registrar stating that the Relevant Member has stated to Austraclear that it needs to be registered in relation to the STN in order to pursue any rights against the Issuer; or page 24

27 (B) Austraclear purports to exercise any power it may have under the Regulations from time to time or these STN Terms and Conditions, to require STNs to be transferred on the Register to the Relevant Member, the STN may be transferred on the Register from Austraclear to the Relevant Member, in any of these cases, the STN will cease to be held in the Austraclear System. For so long as any STN is lodged in the Austraclear System the right of a relevant STN Holder to be registered as the holder of that STN, and the transfer of that STN, shall be governed by the Regulations. (d) (e) (f) Interests in the STNs lodged in Austraclear may be held through Euroclear or Clearstream, Luxembourg. In these circumstances, entitlements in respect of holdings of interests in the STNs in Euroclear would be held in the Austraclear System by HSBC Custody Nominees (Australia) Limited as nominee of Euroclear while entitlements in respect of holdings of interests in the STNs in Clearstream, Luxembourg would be held in the Austraclear System by a nominee of J.P. Morgan Chase Bank, N.A.as custodian for Clearstream, Luxembourg. The rights of a holder of interests in STNs held through Euroclear or Clearstream, Luxembourg are subject to the Regulations of Euroclear and Clearstream, Luxemburg and their respective nominees and the Regulations. In addition, any transfer of interests in STNs which are held through Euroclear or Clearstream, Luxembourg (to the extent such transfer will be recorded in the Austraclear System and is in respect of offers or invitations received in Australia) will be subject to the Corporations Act and the other requirements set out in the STNs. 4.2 Transfers of STNs not held in Austraclear STNs which are not held in the Austraclear System are transferable without the consent of the Issuer or the Registrar. 4.3 Compliance with law STNs may only be transferred in accordance with all applicable laws and regulations of each relevant jurisdiction. STNs which are transferred in respect of offers or invitations received in Australia must be transferred for a consideration of not less than A$500,000 (or its equivalent in other currencies) (disregarding amounts, if any, lent by the Issuer or other person offering the STNs or its associates) unless the transfer does not otherwise require disclosure under Parts 6D.2 and 7.9 of the Corporations Act. 4.4 Transfers in whole A STN is transferable in whole (but not in part). page 25

28 4.5 Transfer and Acceptance Forms for STNs Subject to Condition 4.2, a STN may be transferred by a duly completed and (if applicable) stamped Transfer and Acceptance Form obtainable from the Registrar. Unless a contrary intention is expressed in a Transfer and Acceptance Form, all contracts relating to the transfer of STNs are governed by the laws applicable to the STNs. The Issuer is not obliged to stamp the Transfer and Acceptance Form. 4.6 Registration requirements for transfer Every Transfer and Acceptance Form in respect of STNs must be: (c) (d) signed by the transferor and the transferee; delivered to the office of the Registrar for registration; accompanied by such evidence as the Registrar may reasonably require to prove the title of the transferor or the transferor's right to transfer those STNs; and duly stamped, if necessary. 4.7 Registration of transfers Subject to this Condition 4, the Registrar must register a transfer of STNs. Upon entry of the name, address and all other required details of the transferee in the Register, the Issuer must recognise the transferee as the STN Holder entitled to the STNs that are the subject of the transfer. Entry of such details in the Register constitutes conclusive proof of ownership by that transferee of those STNs subject to correction for manifest error. The transferor remains the owner of the relevant STNs until the required details of the transferee are entered in the Register in respect of those STNs. Subject to Condition 4.9, the Registrar must register the transfer of a STN whether or not the Transfer and Acceptance Form to which the transfer relates has been marked by the Registrar. 4.8 No fee No fee or other charge is payable to the Issuer or the Registrar in respect of the transfer or registration of any STN. 4.9 Marking of transfer The Registrar may mark any Transfer and Acceptance Form in its customary manner. Such marking prohibits a dealing with the relevant STNs as specified in the marking notation for a period from the date of marking to the earliest of: (c) 15 days from the date of marking; the date the Registrar cancels the marking notation on the Transfer and Acceptance Form; and the date the Registrar receives notification of the execution of the marked Transfer and Acceptance Form by the transferee. page 26

29 4.10 Destruction Any Transfer and Acceptance Form may, with the prior written approval of the Issuer, be destroyed by the Registrar after the entry in the Register of the particulars set out in the form. On receipt of such approval, the Registrar must destroy the Transfer and Acceptance Form as soon as reasonably practicable and promptly notify the Issuer in writing of its destruction Deceased persons/bankrupt persons/unincorporated associations (c) A person becoming entitled to a STN as a consequence of the death or bankruptcy of a STN Holder or of a vesting order or a person administering the estate of a STN Holder may transfer the STN or, if so entitled, become registered as the STN Holder of the relevant STN upon producing such evidence as to that entitlement or status as the Registrar considers sufficient. The Registrar may decline to give effect to a transfer of any STNs entered in the Register in the name of a deceased person who has two or more personal representatives unless the Transfer and Acceptance Form is executed by all of them. A transfer to an unincorporated association is not permitted Aggregate transfers Where the transferor executes a transfer of less than all STNs registered in its name, and the specific STNs to be transferred are not identified, the Registrar may (subject to the limit on minimum holdings) register the transfer in respect of such of the STNs registered in the name of the transferor as the Registrar thinks fit, provided the aggregate principal amount of the STNs registered as having been transferred equals the aggregate principal amount of the STNs expressed to be transferred in the transfer Stamp duty The Issuer will bear any stamp duty payable on the issue and subscription of the STNs. The STN Holder is responsible for any stamp duties or other similar taxes which are payable in any jurisdiction in connection with any transfer, assignment or any other dealing with STNs. 5 Interest 5.1 Application STNs may be either interest-bearing or non-interest bearing, as specified in the relevant STN Supplement. In relation to any Tranche of STNs, the relevant STN Supplement may specify actual amounts of interest payable (Interest Amount) rather than, or in addition to, a rate or rates at which interest accrues. page 27

30 5.2 Calculation of Interest payable Each STN in relation to which this Condition 5 is specified in the relevant STN Supplement as being applicable will bear interest on its principal amount at the fixed coupon rate or the rate or rates per annum specified in the relevant STN Supplement from the Interest Accrual Date of the STNs. Interest will be payable in arrear on the Maturity Date specified in the relevant STN Supplement. 5.3 Calculation of other amounts If the relevant STN Supplement specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent must, as soon as practicable after the time at which that amount is to be determined, calculate the amount in the manner specified in the relevant STN Supplement. 6 Redemption 6.1 Scheduled redemption Each STN is redeemable by the Issuer on the Maturity Date at its face amount unless: the STN has been previously redeemed; or the STN has been purchased and cancelled. 6.2 Purchase The Issuer may at any time purchase STNs in the open market or otherwise and at any price. If purchases are made by tender, tenders must be available to all STN Holders alike. All unmatured STNs purchased under this Condition 6.2 are not extinguished (unless held beneficially by the Issuer at the Maturity Date) and to the extent held beneficially by the Issuer prior to that Maturity Date may be held, resold or cancelled at the discretion of the Issuer, subject to compliance with all legal and regulatory requirements. 6.3 Cancellation All STNs redeemed by the Issuer or purchased by or on behalf of the Issuer under Condition 6.2 must be cancelled immediately and may not be reissued or resold. 7 Payments 7.1 Payments to STN Holders and the Domestic Paying Agent All payments under a STN must be made by the Issuer or the Domestic Paying Agent on its behalf: if the STNs are lodged in the Austraclear System by crediting, on the relevant Interest Payment Date, Maturity Date or other date on which a payment is due, the amount then due to the account of the STN Holder, in accordance with the Regulations; or page 28

31 if the STNs are not lodged in the Austraclear System, to the account notified by the relevant STN Holder to the Registrar or, in the absence of that notification, in the manner (if any) specified in the relevant STN Supplement, and in either case, without set-off or counterclaim or any other deduction unless required by law. 7.2 Payments by cheque to a STN Holder (c) In the event that a STN Holder has failed to notify the Registrar of an account to which payments can be made, the Issuer may make payments by cheque in respect of STNs held by that STN Holder. Any such cheque will be sent by prepaid ordinary post on the Business Day immediately preceding the relevant Interest Payment Date, Maturity Date or other date on which payment is due to the address of the STN Holder held on the Register at the close of business on the eighth day prior to which payment is due. Where two or more persons are entered in the Register on such date as joint holders of the relevant STN, the Issuer will make payment to the first named holder in the Register. Any cheque sent to a STN Holder is sent at the STN Holder s risk and is taken to be received by the STN Holder on the due date for payment. Where payments are made by cheque the Issuer will not be required to pay any additional amounts as a consequence of any STN Holder not receiving payment on the due date in immediately available funds. 7.3 Method of payment A payment made by electronic transfer is for all purposes taken to be made when the Issuer or the Domestic Paying Agent gives an irrevocable instruction for the making of that payment by electronic transfer, being an instruction which would be reasonably expected to result, in the ordinary course of banking business, in the relevant funds reaching the account of the STN Holder on the same day as the day on which the instruction is given. 7.4 Business Days If a payment is due under a STN on a day which is not a Business Day the date for payment will be adjusted according to the Business Day Convention applicable to that STN. If payment is to be made to an account on a Business Day on which banks are not open for general banking business in the city in which the account is located, the STN Holder is not entitled to payment of such amount until the next Business Day on which banks in such city are open for general banking business and is not entitled to any interest or other payment in respect of any such delay. 7.5 Payments subject to fiscal laws All payments are subject to Condition 8 and to any applicable fiscal or other laws and regulations. page 29

32 7.6 Domestic Paying Agent BTA Institutional Services Australia Limited shall be the initial Domestic Paying Agent. 7.7 Variation or termination of Domestic Paying Agents The Issuer is entitled to vary or terminate the appointment of the Domestic Paying Agent and to appoint a new Domestic Paying Agent and approve any change in the specified office through which the Domestic Paying Agent acts, provided that there will at all times be a Domestic Paying Agent. 7.8 Notice of Change Notice of any such change or change in the specified office of the Domestic Paying Agent will be given to STN Holders in accordance with Condition Taxation 8.1 No set-off, counterclaim or deductions All payments in respect of the STNs must be made in full without set-off or counterclaim, and without any withholding or deduction in respect of Tax unless such withholding or deduction is required by law. 8.2 Withholding tax If a law requires the Issuer to withhold or deduct an amount in respect of Tax from a payment in respect of the STNs, then the Issuer shall withhold or deduct the amount for the Tax. The Issuer has no obligation or liability to reimburse or compensate or make any payment to a STN Holder for or in respect of the amount withheld or deducted. 9 Register 9.1 Registrar's role The Issuer agrees, subject to any relevant STN Supplement, to procure that the Registrar does the following things: establish and maintain the Register in Sydney or such other city in New South Wales as the Issuer and the Registrar may agree; enter or cause to be entered in the Register: (i) (ii) (iii) the principal amount of the STN; the full name and address of the STN Holder; any declaration of non-residence, tax file number or Australian business number or exemption details; page 30

33 (iv) (v) (vi) (vii) the Issue Date or Deposit Date, as the case may be, Maturity Date and any interest rate and payment details of the STN; the Tranche and Series of the STN; any payment instructions notified by the STN Holder or provided by the Issuer or the Domestic Paying Agent in respect of a STN Holder; all subsequent transfers and changes of ownership of the STN; (viii) the details of any marking which has been provided in respect of the STN; and (ix) such other information as is required by all applicable laws or as the Issuer and Registrar agree; and (c) comply with the obligations expressed in the Instrument Deed Poll and the Agency and Registry Services Agreement to be performed by the Registrar. 9.2 Registrar In acting under the Agency and Registry Services Agreement in connection with the STNs, the Registrar acts solely as agent of the Issuer and does not assume any obligations towards or relationship of agency or trust for or with any of the STN Holders. The Issuer reserves the right at any time to terminate the appointment of the Registrar in accordance with the Agency and Registry Services Agreement and to appoint successor or additional registrars, provided, however, that the Issuer must at all times maintain the appointment of a registrar with its specified office in the Commonwealth of Australia. Notice of any such termination of appointment will be given to the STN Holder in accordance with Condition Multiple STN Holders Subject to the Corporations Act, if more than four persons are the holders of a STN, the names of only four such persons will be entered in the Register. Subject to the Corporations Act, if more than one person is the holder of a STN, the address of only one of them will be entered on the Register. If more than one address is notified to the Registrar, the address recorded in the Register will be the address of the STN Holder whose name appears first in the Register. 9.4 STN Holder change of address A STN Holder must promptly notify any change of address to the Registrar. page 31

34 9.5 Closing of Register The registration of the transfer of a STN may be suspended by the Registrar (and the Register shall be closed for the purpose of determining entitlements to payment under a STN) after the close of business on the eighth calendar day or other day in accordance with the Regulations prior to each Interest Payment Date (if any) and each Maturity Date of the STN or such other number of days as may be agreed by the Issuer and the Registrar and not contrary to the Regulations and notified promptly by the Issuer to the STN Holders. 10 Prescription 10.1 Time limit A claim against the Issuer for payment under a STN is void unless made within five years of the due date for that payment in the case of either principal or interest Discharge of Issuer The Issuer is discharged from its obligation to make a payment in respect of a STN to the extent that a cheque which has been duly sent to the relevant STN Holder in accordance with Condition 7.2, in Australian dollars or in any other alternative currency in which the relevant STNs were denominated remains uncashed at the end of the period of five years from the Maturity Date. 11 Amendments Each of the Agency and Registry Services Agreement, the STN Terms and Conditions and the relevant STN Supplement may be amended, without the consent of any STN Holder: (i) (ii) for the purposes of curing any ambiguity, or correcting or supplementing any defective or inconsistent provisions; or in any other manner which the Issuer, the Registrar and the Domestic Paying Agent deem necessary or desirable, and, in each case, which does not materially adversely affect the interests of the STN Holders. Any such modification or amendment shall be binding on the STN Holders and any such modification or amendment shall be notified to the STN Holders in accordance with Condition 13 as soon as practicable after it has been made. 12 Further issues The Issuer may from time to time and without the consent of the STN Holders create and issue further STNs or securities or other similar instruments. The Issuer may issue further STNs so as to form a single Series with any Tranche of STNs. page 32

35 13 Notices 13.1 Notices to the Issuer, Registrar and the Domestic Paying Agent A notice or other communication to the Issuer, the Registrar and the Domestic Paying Agent in connection with a STN must be in writing and may be sent by prepaid post or delivered to the address of the addressee, or by facsimile to the facsimile number of the addressee, specified in the section entitled Directory in the Information Memorandum or as otherwise agreed between those parties from time to time and notified by them to the STN Holders Notices to STN Holders A notice or other communication to a STN Holder in connection with a STN must be in writing and may be given by: (c) an advertisement published in The Australian Financial Review or any other newspaper having general circulation in Australia or if an additional or alternate newspaper is specified in the relevant STN Supplement, that newspaper; prepaid post or delivery to the address of the STN Holder as shown in the Register at the close of business seven days prior to the despatch of the relevant notice or communication; or if the relevant STN held by that STN Holder is lodged with and settled through the Austraclear System, the Issuer to the Registrar, who will in turn forward such notice or other communication to the operator of the Austraclear System for communication by that operator to the STN Holder Time when notice deemed effective Unless a later time is specified in it a notice consent or other communication takes effect from the time it is received except where it is received after 5.00pm in the place of receipt or on a non-business Day in that place in which case it will be taken to have been received at 9.00am on the next succeeding Business Day in that place. Any notice published in a newspaper will be deemed to have been given on the date of first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. 14 Governing law and jurisdiction 14.1 Governing law The STNs are governed by the law in force in New South Wales Jurisdiction The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. The Issuer waives any right it has to object to an action being brought in those courts, to claim that such action has been brought in an inconvenient forum, or to claim those courts do not have jurisdiction. page 33

36 MTN Terms and Conditions The following are the form of the MTN Terms and Conditions (the MTN Terms and Conditions) which will apply to each MTN in registered form issued under the USD 15,000,000,000 Debt Instrument Programme (the Programme) of Industrial and Commercial Bank of China Limited, Sydney Branch (ABN ) (the Issuer) as supplemented, modified or replaced in relation to any MTNs by the relevant MTN Supplement which will be applicable to a particular Tranche of MTNs. The MTN Terms and Conditions as set out in the Instrument Deed Poll apply and prevail to the extent of any inconsistency. The MTNs are constituted by the Second Amended and Restated Instrument Deed Poll (the Instrument Deed Poll) dated 31 January 2014 executed by the Issuer and by inscription in the Register and are issued with the benefit of the Agency and Registry Services Agreement (as defined below). Copies of those documents are available for inspection during normal business hours at the following office of the Domestic Paying Agent: Level 2 35 Clarence Street Sydney NSW 2000 Attention: Relationship Management Group The registered holders of MTNs (MTN Holders) are entitled to the benefit of, are bound by and are deemed to have notice of, all the provisions contained in the Instrument Deed Poll and the Agency and Registry Services Agreement. Words and expressions defined in the Agency and Registry Services Agreement or used in the relevant MTN Supplement shall have the same meaning where used in the MTN Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of any inconsistency between the Agency and Registry Services Agreement and the relevant MTN Supplement, the relevant MTN Supplement will prevail. 1 Interpretation 1.1 Definitions The following words have these meanings in these MTN Terms and Conditions unless the contrary intention appears. Accrual Yield has the meaning given in the relevant MTN Supplement. Additional Amounts has the meaning given in Condition 8. Additional Business Centre has the meaning given in the relevant MTN Supplement. Agency and Registry Services Agreement means the agreement of the same name dated 11 October 2010 between the Issuer, the Domestic Paying Agent and the Registrar for the domestic paying agency and registry services for the Instruments and any other agreement for those services. Austraclear means Austraclear Ltd (ABN ) or its successor. page 34

37 Austraclear System means the system operated by Austraclear in accordance with the Regulations. Australian dollars or A$ means the lawful currency of Australia from time to time. Banking Act means the Banking Act 1959 of the Commonwealth of Australia. BBSW means, in relation to an Interest Period, the rate per annum (expressed as a percentage) calculated by the Domestic Paying Agent by taking the rates quoted on the Reuters screen page BBSW or its successor or replacement page at approximately 10:10am, Sydney time, on the first day of that Interest Period for at least five banks quoting on that page, as being the mean buying and selling rate for a bill (which for the purpose of this definition means a bill of exchange of the type specified for the purpose of quoting on the Reuters screen page BBSW) having a tenor equal to or closest approximating the Interest Period, eliminating the highest and lowest mean rates and taking the average of the remaining mean rates. If, in respect of the first day of an Interest Period, fewer than five banks have quoted rates on the Reuters screen page BBSW, the rate for that Interest Period shall be calculated as above by taking the rates otherwise quoted by five banks on application by the Domestic Paying Agent for such a bill of the same tenor. If in respect of the first day of an Interest Period, the rate for that Interest Period cannot be determined in accordance with the foregoing procedures, then the rates shall be the rate as reasonably determined by the Domestic Paying Agent, having regard to comparable indices then available. Business Day means a day on which: (c) commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency markets) in Sydney and any Additional Business Centres specified in the relevant MTN Supplement; Austraclear is open for business excluding a Saturday, Sunday or public holiday in Sydney; and if a MTN is to be issued or paid, each relevant clearing system (including the Austraclear System and/or Euroclear or Clearstream, Luxembourg) is operating. Business Day Convention in respect of a MTN, means the convention specified in the relevant MTN Supplement for that MTN and recorded in the Register, for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. The following terms, when used in conjunction with the term Business Day Convention and a date, shall mean that an adjustment will be made if that date would otherwise fall on a day that is not a Business Day so that: (c) if Following is specified, that date will be the following Business Day; if Modified Following or Modified is specified, that date will be the following Business Day unless that day falls in the next calendar month, in which case that date will be the preceding Business Day; and if Preceding is specified, that date will be the preceding Business Day. page 35

38 If no convention is specified in the relevant Pricing Supplement, the Following Business Day Convention applies. Different conventions may be specified in relation to, or apply to, different dates. Calculation Agency Agreement in relation to any Series of MTNs means an agreement in or substantially in the form of schedule 6 to the Dealer Agreement. Calculation Agent in relation to any Series of MTNs means the Domestic Paying Agent or any other person appointed as calculation agent in relation to the MTNs by the Issuer pursuant to the terms of the Agency and Registry Services Agreement or, if a Dealer is to be the calculation agent, the Calculation Agency Agreement and shall include any successor calculation agent appointed in respect of the MTNs. Clearstream, Luxembourg means Clearstream Banking, société anonyme or its successor. Condition means the correspondingly numbered condition in these terms and conditions. Corporations Act means the Corporations Act 2001 of the Commonwealth of Australia. Day Count Basis means in respect of the calculation of an amount of interest on any MTN for any period of time (Calculation Period) the day count basis specified in the relevant MTN Supplement and: if Actual/365 or Actual/Actual is specified, the actual number of days in the Calculation Period in respect of which payment is being made (being inclusive of the first day, but exclusive of the last day, of that Calculation Period) divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of: (i) (ii) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366; and the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); or (c) (d) if Actual/365 (Fixed) is specified, the actual number of days in the Calculation period in respect of which payment is being made divided by 365; or if Actual/360 is specified, the actual number of days in the Calculation Period in respect of which payment is being made divided by 360; or if 30/360, 360/360 or Bond Basis is specified, the number of days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows: Day Count Basis = [360 X (Y2 Y1)] + [30 x (M2 M1)] + (D2 D1) where: 360 page 36

39 "Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls; "Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; "M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; "M2" is the calendar month, expressed as number, in which the day immediately following the last day included in the Calculation Period falls; "D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case DI will be 30; and "D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (e) if RBA Bond Basis is specified, one divided by the number of Interest Payment Dates in a year (or where the Calculation Period does not constitute an Interest Period, the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of: (i) (ii) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366; and the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365)); or (f) such other basis as may be specified in the relevant MTN Supplement as being the applicable basis for the calculation of the amount of interest in respect of a Series of MTNs. Deposit Date means any day on which any TD or any other form of deposit evidenced by a MTN is or is to be deposited as specified in, or determined in accordance with, the provisions of the relevant MTN Supplement. Domestic Paying Agent means BTA Institutional Services Australia Limited (ABN ) in its capacity as domestic paying agent or any other domestic paying agent specified in the relevant MTN Supplement. Early Termination Amount means, in relation to any MTN, the Redemption Amount payable on redemption at any time prior to its Maturity Date together with accrued interest up to but excluding the date of redemption, unless otherwise stated in the relevant MTN Supplement. Euroclear means Euroclear Bank S.A./N.V. or its successor. Event of Default means an event specified in Condition 10. page 37

40 Excluded Tax means a Tax imposed by a jurisdiction on the net income, gross receipts or assets of a MTN Holder because the MTN Holder has a connection with that jurisdiction, but not a Tax: calculated by reference to the gross amount of a payment under a MTN (without the allowance of a deduction); or imposed because the MTN Holder is taken to be connected with that jurisdiction solely because it is party to, or has the benefit of, a MTN. For the purposes of this definition (Excluded Tax) only, the definition of Tax shall be taken to exclude the words but does not include an Excluded Tax. Fixed Rate MTN means a MTN that bears interest at a fixed rate. Floating Rate MTN means a MTN that bears interest at a floating or variable rate. Government Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange or other relevant authority. GST means any goods and services or similar tax, together with any related interest, penalties, fines or other charge. Index Linked MTN means a MTN where the amount of interest payable is calculated by reference to an index or formula or both as specified in the relevant MTN Supplement. Information Memorandum means at any time the information memorandum issued in connection with the issue, sale or purchase of, among other Instruments, MTNs to MTN Holders, as revised, supplemented or amended from time to time by the Issuer and such documents as are from time to time incorporated into it by reference (but not including any information or documents superseded by any information subsequently included or incorporated). Instalment Amounts has the meaning given in the relevant MTN Supplement. Instalment Dates has the meaning given in the relevant MTN Supplement. Instalment MTN means a MTN which is redeemable in one or more instalments as specified in the relevant MTN Supplement. Instrument Deed Poll means the Second Amended and Restated Instrument Deed Poll dated 31 January 2014 entered into by the Issuer for the benefit of, amongst others, the MTN Holders which, together with inscription in the Register, constitutes the MTNs in registered form. Interest Accrual Date means, in relation to a MTN, the Issue Date or Deposit Date, as the case may be, or such other date as may be specified as such in the relevant MTN Supplement as the date on and from which interest accrues on that MTN. Interest Amount means, in relation to any MTN, the amount of interest payable in respect of such MTN as determined under Condition 5.4. page 38

41 Interest Determination Date has the meaning given in the relevant MTN Supplement. Interest Payment Date means, in relation to any MTN, each date specified in, or determined in accordance with the provisions of, the relevant MTN Supplement as a date on which a payment of interest on that MTN is due and adjusted, if necessary, in accordance with the applicable Business Day Convention. Interest Period means, in relation to any MTN, the period from and including an Interest Payment Date (or, in the case of the first period, the Interest Accrual Date) to but excluding the next Interest Payment Date. Interest Rate means, in relation to any MTN, the rate of interest (expressed as a per cent per annum) payable in respect of that MTN specified in, or calculated or determined in accordance with the provisions of, the relevant MTN Supplement. ISDA Definitions means, unless otherwise specified in the relevant MTN Supplement, the document entitled 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., as the same may be supplemented or amended from time to time. ISDA Rate means, in relation to any Interest Period, a rate equal to the floating rate that would be determined by the Calculation Agent under a Swap Transaction if the Calculation Agent for the relevant Floating Rate MTN were acting as Calculation Agent for that Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (c) the Floating Rate Option, the Designated Maturity and the Reset Date are as specified in relevant MTN Supplement; the Period End Dates are each Interest Payment Date, the Spread is the Margin and the Floating Rate Day Count Fraction is the Day Count Basis; and for the purposes of this definition, Swap Transaction, Floating Rate, Calculation Agent (other than references to Calculation Agent for the relevant Floating Rate MTNs ), Floating Rate Option, Designated Maturity, Reset Date, Period End Date, Spread and Floating Rate Day Count Fraction shall each have the meaning given to them in the ISDA Definitions. Issue Date means, in relation to any MTN, the date recorded or to be recorded in the Register as the date on which the MTN is issued. Majority MTN Holders means MTN Holders whose aggregate Outstanding Principal Amount under MTNs held by them is greater than or equal to 66.67% of the aggregate Outstanding Principal Amount of all MTNs or, where used in relation to MTN Holders who hold a Series or Tranche of MTNs, such MTN Holders whose aggregate Outstanding Principal Amount under those MTNs is greater than or equal to 66.67% of the aggregate Outstanding Principal Amount under all MTNs of that Series or Tranche then on issue. Maturity Date means, in relation to any MTN, the date specified in the relevant MTN Supplement as the Maturity Date for that MTN. Maximum Interest Rate has the meaning given in Condition 5.4. page 39

42 Meeting Provisions means the provisions for the convening of meetings and passing of resolutions by MTN Holders set out in schedule 2 of the Instrument Deed Poll. Minimum Interest Rate has the meaning given in Condition 5.4. MTN means a debt obligation of the Issuer in registered form, with an original Tenor of 365 days or any greater period agreed by the Issuer, evidencing the rights of an investor to be paid certain moneys under the Instrument Deed Poll, title to which is recorded in and evidenced by an inscription in the Register and for the avoidance of doubt includes a TD. MTN Holder means a person whose name is for the time being entered in the Register as a holder of a MTN and when a MTN is entered into the Austraclear System includes Austraclear or any other entity acting on behalf of any member of the Austraclear System. MTN Supplement means the MTN supplement executed by the Issuer and prepared in relation to the MTNs of the relevant Tranche or Series (substantially in the form set out in the Information Memorandum) as a supplement, modification or replacement of the MTN Terms and Conditions and giving details of that Tranche or Series. Offshore Associate means an associate (as defined in section 128F of the Tax Act) that is either: a non-resident of Australia which does not acquire the MTNs in carrying on a business at or through a permanent establishment in Australia; or a resident of Australia that acquires the MTNs in carrying on a business at or through a permanent establishment outside Australia. Optional Redemption Amount means in respect of any MTN, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant MTN Supplement. Optional Redemption Date has the meaning given in the MTN Supplement. Outstanding Principal Amount means, in relation to a MTN, the principal amount outstanding on that MTN from time to time and, where a MTN is denominated in a currency other than Australian dollars and such amount is required to be determined in Australian dollars, the Australian dollar equivalent of a MTN denominated in such other currency calculated on the basis of the spot rate of exchange for the sale of Australian dollars against the purchase of such other currency in the Sydney foreign exchange market quoted by a leading bank selected by the Issuer on the exchange date. The calculation date is, at the discretion of the Issuer, either the date of the relevant MTN Supplement for such MTNs or the preceding day on which commercial banks and foreign exchange markets are open for business in Sydney. Paying Agent means any paying agent in respect of the MTNs appointed by the Issuer pursuant to the Agency and Registry Services Agreement. page 40

43 Pricing Convention means, unless otherwise specified in the relevant MTN Supplement: in respect of a Floating Rate MTN, the FRN convention as published by the Australian Financial Markets Association (AFMA); or in respect of a Fixed Rate MTN, the Reserve Bank of Australia bond basis. Programme means the Issuer s USD 15,000,000,000 debt Instrument programme (as such amount may be amended from time to time). Put Option Notice means the notice which must be delivered to the Registrar by any MTN Holder to exercise its option to redeem a MTN prior to its Maturity Date. Put Option Receipt means a receipt issued by the Registrar to a MTN Holder who has submitted a Put Option Notice to the Registrar in order for such MTN Holder to exercise its option to redeem a MTN prior to its Maturity Date. Redemption Amount means, in relation to any MTN, the Outstanding Principal Amount or such other redemption amount as may be specified in, or calculated or determined in accordance with the provisions of, the relevant MTN Supplement. Reference Banks means the institutions described as such in the relevant MTN Supplement or, if none are so described, five major banks selected by the Calculation Agent in the financial market that is most closely connected with the applicable Reference Rate. Reference Price has the meaning given in the relevant MTN Supplement. Reference Rate has the meaning given in the relevant MTN Supplement. Register means a register of MTN Holders maintained by the Registrar on behalf of the Issuer in which is entered the name and address of MTN Holders whose MTNs are carried on that Register, the amount of MTNs held by each MTN Holder and the Tranche, Series, date of issue and transfer of those MTNs and any other particulars which the Issuer sees fit. Registrar means BTA Institutional Services Australia Limited in its capacity as registrar of the MTNs or such other person appointed by the Issuer to establish and maintain the Register on the Issuer's behalf from time to time. Regulations means: in respect of Austraclear, the rules, regulations and operating manual of Austraclear from time to time; or in respect of Euroclear or Clearstream, Luxembourg, the terms and conditions and rules and operating procedures of Euroclear or Clearstream, Luxembourg from time to time. Relevant Financial Centre has the meaning given in the relevant MTN Supplement. Relevant Member has the meaning given in Condition 4.1(c). page 41

44 Relevant Screen Page has the meaning given in the relevant MTN Supplement. Relevant Time has the meaning given in the relevant MTN Supplement. Reserve Bank Act means the Reserve Bank Act 1959 of the Commonwealth of Australia. Screen Rate means in relation to any Interest Period, the quotation offered for the Reference Rate appearing on the Relevant Screen Page at the Relevant Time on the Interest Determination Date. In the event that: there is more than one offered rate displayed on the Relevant Screen Page at the Relevant Time on the Interest Determination Date, the Screen Rate means the rate calculated by the Calculation Agent as the average rate of the offered rates. If there are more than five offered rates, the Calculation Agent must exclude the highest and lowest rates (or, in the case of equality of rates, one of the highest and one of the lowest rates) from its calculation; an offered rate is not displayed by the Relevant Time on the Interest Determination Date or if it is displayed but the Calculation Agent determines that there is an obvious error in that rate, the Screen Rate means: (i) (ii) the rate the Calculation Agent calculates as the average mean of the Reference Rates that each Reference Bank quoted to the leading banks in the Relevant Financial Centre specified in the MTN Supplement at the Relevant Time on the Interest Determination Date; or where the Calculation Agent is unable to calculate a rate under paragraph (i) because it is unable to obtain at least two rates, the rate the Calculation Agent calculates as the average of the rates (being the nearest equivalent to the Reference Rate) quoted by two or more banks chosen by the Calculation Agent in the Relevant Financial Centre at approximately the Relevant Time on the Interest Determination Date for a period equivalent to the Interest Period to leading banks carrying on business in the Relevant Financial Centre in good faith; or (c) if the MTN Supplement specifies an alternative method for the determination of the Screen Rate Determination, then that alternative method applies. Security Interest includes any mortgage, pledge, lien, charge or other security or any arrangement which gives a creditor a preferential right to an asset or its proceeds but excludes: any charge or lien arising in favour of any Government Agency by operation of statute (provided there is no default in payment of moneys owing under such charge or lien); a right of title retention in connection with the acquisition of goods in the ordinary course of business on the terms of sale of the supplier (provided there is no default in connection with the relevant acquisition); page 42

45 (c) (d) any security or preferential interest or arrangement arising under or created pursuant to any right of set-off; and a charge or lien arising in favour of a clearing system or custodian. Series means MTNs having identical terms (except for the Issue Date or Deposit Date, as the case may be, the issue price and the amount of the first payment of interest) and which are expressed to be consolidated and to form a single series. Specified Period has the meaning given in the relevant MTN Supplement. Structured MTN means an Index Linked MTN or an Instalment MTN, as the case may be. Super Majority MTN Holders means MTN Holders whose aggregate Outstanding Principal Amount under MTNs held by them is greater than or equal to 75% of the aggregate Outstanding Principal Amount of all MTNs or, where used in relation to MTN Holders who hold a Series or Tranche of MTNs, such MTN Holders whose aggregate Outstanding Principal Amount under those MTNs is greater than or equal to 75% of the aggregate Outstanding Principal Amount under all MTNs of that Series or Tranche then on issue. Tax includes any tax, levy, impost, deduction, charge, rate, duty, GST or withholding which is levied or imposed by the Commonwealth of Australia or The People s Republic of China or, in the case of either jurisdiction, any political subdivision or taxing authority in it, and any related interest, penalty, charge, fee or other amount but does not include an Excluded Tax. Tax Act means the Income Tax Assessment Act 1936 of the Commonwealth of Australia and, where applicable, the Income Tax Assessment Act 1997 of the Commonwealth of Australia. TD means a transferable deposit debt obligation of the Issuer in registered form constituted by, and owing under the Instrument Deed Poll, the details of which are recorded in, and evidenced by, entry in the Register. Tenor of a MTN means the number of days from, and including, its Issue Date or Deposit Date, as the case may be, to but excluding, its Maturity Date. Tranche means MTNs issued or accepted for deposit on the same Issue Date or Deposit Date, as the case may be, the terms of which are identical in all respects. Transfer and Acceptance Form means such form as the Registrar adopts in line with the then current market practice to effect a transfer of MTNs. Zero Coupon MTN means a MTN issued at a discount to its face value. page 43

46 2 Form and Title 2.1 Form Each MTN is issued in registered form. The holders of MTNs are recorded in the Register. Each MTN is a separate debt obligation of the Issuer and may (subject to Condition 4.7) be transferred separately from any other MTN. 2.2 Currency and amounts MTNs will be denominated in and issued in such minimum denominations of Australian dollars or any other applicable alternative currency as set out in the relevant MTN Supplement, provided that if no such minimum denomination is so specified the minimum denomination shall at all times be equal to or greater than A$200,000 (or its equivalent in other currencies). MTNs may only be issued or sold if the amount subscribed for, or the consideration payable to the Issuer, by the relevant MTN Holder is a minimum of A$500,000 (or its equivalent in other currencies) (disregarding amounts, if any, lent by the Issuer or other person offering the MTNs or its associates (within the meaning of those expressions in Parts 6D.2 and 7.9 of the Corporations Act)) or the issue or sale is otherwise in circumstances that do not require disclosure under Parts 6D.2 and 7.9 of the Corporations Act. 2.3 MTN owners (c) (d) Subject to paragraph (c) below, the person whose name is inscribed in the Register as the registered owner of any MTN from time to time will be treated by the Issuer, the Paying Agent and the Registrar as the absolute owner of such MTN for all purposes whether or not any payment in relation to such MTN is overdue and regardless of any notice of ownership or any other interest inscribed in the Register. Two or more persons registered as MTN Holders are taken to be joint holders with right of survivorship between them. Subject to paragraph (c) below, upon a person acquiring title to a MTN by virtue of becoming registered as the owner of that MTN, all rights and entitlements arising by virtue of the Instrument Deed Poll in respect of that MTN vest absolutely in the registered owner of the MTN, so that no person who has previously been registered as the owner of the MTN nor any other person has or is entitled to assert against the Issuer or the Registrar or the registered owner of the MTN for the time being and from time to time any rights, benefits or entitlements in respect of the MTN. Neither the Issuer nor the Registrar nor any other person is, except as required by order of a court of competent jurisdiction, or as required by law, obliged to take notice of any other claim to or in respect of MTNs. Without limitation, except as provided by statute or as required by order of a court of competent jurisdiction, no notice of any trust (whether express, implied or page 44

47 constructive) may be entered in the Register in respect of a MTN and the Registrar is not obliged to recognise any trust. 2.4 Inscription conclusive Each inscription in the Register in respect of a MTN is: (c) sufficient and conclusive evidence to all persons and for all purposes that the person whose name is so inscribed is the registered owner of the MTN; evidence for the benefit of the relevant MTN Holder, that a separate and individual acknowledgement by the Issuer of its indebtedness to that person is constituted by the Instrument Deed Poll and of the vesting in such person of all rights vested in a MTN Holder by the Instrument Deed Poll; and evidence that the person whose name is so inscribed is entitled to the benefit of an unconditional and irrevocable undertaking by the Issuer constituted by the Instrument Deed Poll that the Issuer will make all payments of principal and interest (if any) in respect of the MTN in accordance with these MTN Terms and Conditions. 2.5 Manifest errors The making of, or the giving effect to, a manifest error in an inscription into the Register will not avoid the constitution, issue or transfer of a MTN. The Registrar must correct any manifest error of which it becomes aware. 2.6 No certificate Except as permitted under paragraph, no certificate or other evidence of title shall be issued by or on behalf of the Issuer to evidence title to a MTN unless the Issuer determines that certificates should be made available or that it is required to do so under any applicable law or regulation. The Issuer agrees, on request by a MTN Holder, to procure the Registrar to provide (and the Registrar agrees to provide) to the MTN Holder, at that MTN Holder s expense, a certified extract of the particulars entered on the Register in relation to that MTN Holder and the MTNs held by it. 3 Status 3.1 Status of the MTNs MTNs The MTNs are direct, unsecured and unsubordinated obligations of the Issuer and rank equally amongst themselves and pari passu with all present and future unsubordinated and unsecured obligations of the Issuer (save for certain debts of the Issuer required to be preferred by the law). The ranking of MTNs is not affected by the date of registration of any MTN Holder in the Register. page 45

48 Status of MTNs as deposit liabilities and preferred amounts The depositor protection provisions of Division 2 of Part II of the Banking Act do not apply to the Issuer (including the Issuer acting through its Australian branch). (c) No set-off Subject to applicable law, no MTN Holder may exercise or claim any right of set-off in respect of any amounts owed to it by the Issuer arising under or in connection with the MTNs and each such MTN Holder shall, by virtue of their subscription, purchase or holding of any MTN, be deemed to have waived all such rights of setoff. 4 Transfers 4.1 MTNs lodged in Austraclear Unless the relevant MTN Supplement otherwise provides, the MTNs will be lodged, subject to the agreement of Austraclear, into the Austraclear System. If the MTNs are lodged into the Austraclear System, the Registrar will enter Austraclear in the Register as the MTN Holder of those MTNs. While those MTNs remain in the Austraclear System: (i) (ii) all payments and notices required of the Issuer or the Registrar in relation to those MTNs will be made or directed to Austraclear in accordance with the Regulations; and all dealings (including transfers and payments) in relation to those MTNs within the Austraclear System will be governed by the Regulations and need not comply with these MTN Terms and Conditions to the extent of any inconsistency. (c) If Austraclear is entered in the Register in respect of a MTN, despite any other provision of these MTN Terms and Conditions, that MTN is not transferable on the Register, and the Issuer may not, and must procure that the Registrar does not, register any transfer of that MTN, and the relevant member of the Austraclear System to whose security account the MTN is credited in respect of that MTN (the Relevant Member) has no right to request any registration or any transfer of that MTN, except that: (i) (ii) for any repurchase, redemption or cancellation (whether on or before the Maturity Date of the MTN), a transfer of that MTN from Austraclear to the Issuer may be entered in the Register; and either: (A) Austraclear gives notices to the Registrar stating that the Relevant Member has stated to Austraclear that it needs to be registered in relation to the MTN in order to pursue any rights against the Issuer; or page 46

49 (B) Austraclear purports to exercise any power it may have under the Regulations from time to time or these MTN Terms and Conditions, to require MTNs to be transferred on the Register to the Relevant Member, the MTN may be transferred on the Register from Austraclear to the Relevant Member, in any of these cases, the MTN will cease to be held in the Austraclear System. (d) (e) (f) (g) For so long as any MTN is lodged in the Austraclear System the right of a relevant MTN Holder to be registered as the holder of that MTN, and the transfer of that MTN, shall be governed by the Regulations. Interests in the MTNs lodged in the Austraclear System may be held through Euroclear or Clearstream, Luxembourg. In these circumstances, entitlements in respect of holdings of interests in the MTNs in Euroclear would be held in the Austraclear System by HSBC Custody Nominees (Australia) Limited as nominee of Euroclear while entitlements in respect of holdings of interests in the MTNs in Clearstream, Luxembourg would be held in the Austraclear System by a nominee of J.P. Morgan Chase Bank, N.A. as custodian for Clearstream, Luxembourg. The rights of a holder of interests in MTNs held through Euroclear or Clearstream, Luxembourg are subject to the Regulations of Euroclear and Clearstream, Luxemburg and their respective nominees and the Regulations. In addition, any transfer of interests in MTNs which are held through Euroclear or Clearstream, Luxembourg (to the extent such transfer will be recorded in the Austraclear System and is in respect of offers or invitations received in Australia) will be subject to the Corporations Act and the other requirements set out in the MTNs. 4.2 Transfers of MTNs not held in Austraclear MTNs which are not held in the Austraclear System are transferable without the consent of the Issuer or the Registrar. 4.3 Compliance with law MTNs may only be transferred in accordance with all applicable laws and regulations of each relevant jurisdiction. MTNs which are transferred in respect of offers or invitations received in Australia must be transferred for a consideration of not less than A$500,000 (or its equivalent in other currencies) (disregarding amounts, if any, lent by the Issuer or other person offering the MTNs or its associates) unless the transfer does not require disclosure under Parts 6D.2 and 7.9 of the Corporations Act. 4.4 Transfers in whole A MTN is transferable in whole (but not in part). page 47

50 4.5 Transfer and Acceptance Forms for MTNs Subject to Condition 4.2, a MTN may be transferred by a duly completed and (if applicable) stamped Transfer and Acceptance Form obtainable from the Registrar. Unless a contrary intention is expressed in a Transfer and Acceptance Form, all contracts relating to the transfer of MTNs are governed by the laws applicable to the MTNs. The Issuer is not obliged to stamp the Transfer and Acceptance Form. 4.6 Registration requirements for transfer Every Transfer and Acceptance Form in respect of MTNs must be: (c) (d) signed by the transferor and the transferee; delivered to the office of the Registrar for registration; accompanied by such evidence as the Registrar may reasonably require to prove the title of the transferor or the transferor's right to transfer those MTNs; and duly stamped, if necessary. 4.7 Registration of transfers Subject to this Condition 4, the Registrar must register a transfer of MTNs. Upon entry of the name, address and all other required details of the transferee in the Register, the Issuer must recognise the transferee as the MTN Holder entitled to the MTNs that are the subject of the transfer. Entry of such details in the Register constitutes conclusive proof of ownership by that transferee of those MTNs subject to correction for manifest error. The transferor remains the owner of the relevant MTNs until the required details of the transferee are entered in the Register in respect of those MTNs. Subject to Condition 4.9, the Registrar must register the transfer of a MTN whether or not the Transfer and Acceptance Form to which the transfer relates has been marked by the Registrar. 4.8 No fee No fee or other charge is payable to the Issuer or the Registrar in respect of the transfer or registration of any MTN. 4.9 Marking of transfer The Registrar may mark any Transfer and Acceptance Form in its customary manner. Such marking prohibits a dealing with the relevant MTNs as specified in the marking notation for a period from the date of marking to the earliest of: (c) 15 days from the date of marking; the date the Registrar cancels the marking notation on the Transfer and Acceptance Form; and the date the Registrar receives notification of the execution of the marked Transfer and Acceptance Form by the transferee. page 48

51 4.10 Destruction Any Transfer and Acceptance Form may, with the prior written approval of the Issuer, be destroyed by the Registrar after the entry in the Register of the particulars set out in the form. On receipt of such approval, the Registrar must destroy the Transfer and Acceptance Form as soon as reasonably practicable and promptly notify the Issuer in writing of its destruction Deceased persons/bankrupt persons/unincorporated associations (c) A person becoming entitled to a MTN as a consequence of the death or bankruptcy of a MTN Holder or of a vesting order or a person administering the estate of a MTN Holder may transfer the MTN or, if so entitled, become registered as the MTN Holder of the relevant MTN upon producing such evidence as to that entitlement or status as the Registrar considers sufficient. The Registrar may decline to give effect to a transfer of any MTNs entered in the Register in the name of a deceased person who has two or more personal representatives unless the Transfer and Acceptance Form is executed by all of them. A transfer to an unincorporated association is not permitted Aggregate transfers Where the transferor executes a transfer of less than all MTNs registered in its name, and the specific MTNs to be transferred are not identified, the Registrar may (subject to the limit on minimum holdings) register the transfer in respect of such of the MTNs registered in the name of the transferor as the Registrar thinks fit, provided the aggregate principal amount of the MTNs registered as having been transferred equals the aggregate principal amount of the MTNs expressed to be transferred in the transfer Stamp duty The Issuer will bear any stamp duty payable on the issue and subscription of the MTNs. The MTN Holder is responsible for any stamp duties or other similar taxes which are payable in any jurisdiction in connection with any transfer, assignment or any other dealing with MTNs. 5 Interest 5.1 Application MTNs may bear a fixed or floating rate of interest, be issued at a discount to face value or bear a rate of interest as determined by reference to an index or formula, in each case, as specified in the relevant MTN Supplement. page 49

52 5.2 Period of accrual of interest Interest accrues on the Outstanding Principal Amount, or nominal amount (as the case may be) of MTNs from the relevant Interest Accrual Date at the applicable Interest Rate. Interest ceases to accrue on such MTNs from the relevant Maturity Date unless default is made in the payment of any principal amount in respect of such MTNs. In that event any overdue principal of a MTN (other than a Zero Coupon MTN) continues to bear interest at the default rate specified in the relevant MTN Supplement, both before and after any judgment, until it is paid in full to the relevant MTN Holder. If the principal amount due in respect of a Zero Coupon MTN is not paid when due, the amount payable will be an amount equal to the sum of the Reference Price and the amount resulting from the application of the Accrual Yield (compounded annually) to the Reference Price from, and including, the Issue Date or Deposit Date, as the case may be, to, but excluding, the date on which all sums due on respect of such Zero Coupon MTN are received by or on behalf of the relevant MTN Holder. 5.3 Interest Payment Dates Interest is payable on the relevant Interest Payment Dates, or as otherwise specified in the relevant MTN Supplement. 5.4 Calculation of Interest Amount The Interest Amount must be calculated by the Domestic Paying Agent, Registrar or other person appointed as Calculation Agent by the Issuer and named as such in the relevant MTN Supplement by applying the Interest Rate to the Outstanding Principal Amount of each relevant MTN, multiplying such sum by the relevant Day Count Basis for the relevant Interest Period and rounding the resultant figure to the nearest cent (half a cent being rounded upwards) having regard to the relevant Pricing Convention subject, in all cases, to any specified Minimum Interest Rate or Maximum Interest Rate as maybe specified in the relevant MTN Supplement. The rate determined by the Calculation Agent must be expressed must be expressed as a percentage rate per annum. The relevant MTN Supplement may specify a minimum rate at which the MTNs may bear interest (Minimum Interest Rate). If the Interest Rate determined in accordance with the provisions of this Condition 5.4 is less than the specified Minimum Interest Rate, the Interest Rate shall be such Minimum Interest Rate. The relevant MTN Supplement may specify a maximum interest rate. If the Interest Rate determined in accordance with the provisions of this Condition 5.4 is greater than the maximum rate at which the MTNs bear interest (Maximum Interest Rate), the Interest Rate shall be such Maximum Interest Rate. 5.5 Notification of Interest Rate and Interest Amount The Issuer will procure that the Domestic Paying Agent, Registrar or other person appointed as Calculation Agent by the Issuer and named as such in the relevant MTN Supplement will, if requested in writing by a MTN Holder, notify that MTN Holder of the page 50

53 Interest Rate, the Interest Amount and the relevant Interest Payment Date. In relation to any MTN, the Interest Amount and the Interest Payment Date (but in no event, the Interest Rate) so notified may be subsequently amended (or appropriate alternative arrangements made by the Domestic Paying Agent, Registrar or other person appointed as Calculation Agent by the Issuer and named as such in the relevant MTN Supplement by way of adjustment) without notice if and to the extent that the Interest Period is extended or shortened. 5.6 Notification, etc to be final Except as provided in Condition 5.5, all notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 5 by the Domestic Paying Agent, Registrar or other person appointed as Calculation Agent by the Issuer and named as such in the relevant MTN Supplement are (in the absence of manifest error) binding on the Issuer, the Domestic Paying Agent and all MTN Holders of interest bearing MTNs and no liability to those MTN Holders attaches to the Domestic Paying Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions. 5.7 Floating Rate MTNs If the relevant MTN Supplement specifies the Interest Rate applicable to that Tranche of MTNs as being Floating Rate, the Interest Rate applicable to such MTNs during the Interest Period will be one of the following: (c) if BBSW Determination is specified, the Interest Rate for any Floating Rate MTNs for each Interest Period will be the sum of the Margin and the BBSW rate, in each case, as specified in the relevant MTN Supplement; if ISDA Determination is specified, the Interest Rate for any Floating Rate MTNs for each Interest Period will be the ISDA Rate; or if Screen Rate Determination is specified, the Interest Rate for any Floating Rate MTNs for each Interest Period will be the sum of the Margin specified in the relevant MTN Supplement and the Screen Rate. In the event that the Calculation Agent is unable to determine the Interest Rate for any Interest Period, the Interest Rate for such Interest Period will be the Interest Rate applicable to the relevant Floating Rate MTNs for the immediately preceding Interest Period. 5.8 Interpolation If the relevant MTN Supplement states that Linear Interpolation applies to an Interest Period, the Calculation Agent will determine the Interest Rate for that Interest Period using straight line interpolation by reference to two BBSW rates, ISDA Rates or Screen Rates or any other floating rate, in each case, as may be specified in the relevant MTN Supplement. The first rate will be determined by the Calculation Agent as if the relevant Interest Period were for a period of time for which rates are available for a length of time immediately page 51

54 shorter to the length of the Interest Period or any alternative period as may be specified in the relevant MTN Supplement. The second rate will be determined by the Calculation Agent as if the relevant Interest Period were for a period of time for which rates are available for a length of time immediately longer to the length of the Interest Period or any alternative period as may be specified in the relevant MTN Supplement. 5.9 Structured MTNs Each interest bearing Structured MTN will bear interest on its Outstanding Principal Amount, or nominal amount (as the case may be) from, and including, its Interest Accrual Date to, but excluding, its Maturity Date at the relevant Interest Rate. Interest is payable in arrear (i) on each Interest Payment Date, or (ii) if no Interest Payment Date is specified in the relevant MTN Supplement, each date which falls the number of months or other period specified as the Specified Period in the relevant MTN Supplement after the preceding Interest Payment Date (or, in the case of the initial Interest Payment Date, after the Interest Accrual Date) Business Days (Fixed Rate MTNs and Zero Coupon MTNs) In the event that any Interest Payment Date or Maturity Date on a Fixed Rate MTN is not a Business Day, interest on such Fixed Rate MTN will be paid on the next succeeding Business Day without any additional interest. (Floating Rate MTNs and Structured MTNs) If a payment is due under a Floating Rate MTN on a day which is not a Business Day, the date for payment will be adjusted according to the Business Day Convention applicable to that MTN. 6 Redemption and Purchase 6.1 Maturity Unless previously redeemed or purchased and cancelled in accordance with these MTN Terms and Conditions each MTN must be redeemed on its Maturity Date at its Redemption Amount. 6.2 Redemption at the option of the Issuer - Call Option If Issuer Call is specified in the MTN Supplement, the Issuer may opt to redeem MTNs prior to their stated maturity in whole or in part on any Optional Redemption Date at the relevant Optional Redemption Amount by giving not less than 30 nor more than 60 days' notice to the MTN Holders in accordance with Condition 14 (such notice shall be irrevocable). The Issuer may not exercise such option in respect of any MTN which is the subject of prior exercise by any MTN Holder of its option to redeem such instrument in accordance with Condition 6.4. page 52

55 6.3 Partial Redemption If the MTNs are to be redeemed in part only in accordance with Condition 6.2 they shall be redeemed (so far as may be practicable) pro rata to their principal amounts, provided that the amount redeemed in respect of each MTN shall be equal to its minimum denomination or an integral multiple of its minimum denomination subject always to compliance with applicable law and the rules of any stock exchange on which the MTNs may be listed and/or traded and the notice to MTN Holders referred to in Condition 6.2 will specify the serial numbers of the MTNs to be redeemed. A new MTN shall be issued in respect of the unredeemed balance in accordance with Condition 4 which shall apply as if such new MTN were in respect of the untransferred balance. 6.4 Redemption at the option of MTN Holders - Put Option (c) (d) (e) If the Put Option is specified as being applicable in the relevant MTN Supplement the Issuer shall, at the option of the MTN Holder, redeem such MTN on the date specified in the relevant Put Option Notice at the relevant Optional Redemption Amount together with any interest accrued to such date. A MTN Holder may exercise such option by depositing with the Registrar not less than 45 days before the relevant Optional Redemption Date a completed Put Option Notice in the form obtainable from the Registrar specifying the aggregate principal amount of MTNs to be redeemed which shall be an amount not less than its minimum denomination or an integral multiple of its minimum denomination subject always to compliance with applicable law and the rules of any stock exchange on which the MTNs may be listed and/or traded The Registrar will deliver a duly a completed Put Option Receipt to the MTN Holder. No Put Option Notice may be withdrawn or cancelled once deposited with the Registrar. However, if, prior to the Optional Redemption Date any such MTN becomes immediately due and payable, the relevant MTN Holder may at its option elect by notice to the Registrar to withdraw the Put Option Notice and instead declare such MTN to be immediately due and payable pursuant to Condition 10. In the case of partial redemption of a MTN, a new MTN shall be issued in respect of the unredeemed balance in accordance with Condition 4 which shall apply as if such new MTN were in respect of the untransferred balance. A MTN Holder may not exercise its right to redeem any MTN which is the subject of an exercise by the Issuer of its option to redeem such MTN under either Condition 6.2 or Condition Redemption for Tax reasons If the Issuer has or will become obliged to pay any Additional Amounts as provided for under Condition 8.2 as a result of any change in, or amendment to the laws, regulations or rulings of the Commonwealth of Australia, The People s Republic of China or any political subdivision or any authority of or in the Commonwealth of page 53

56 Australia or The People s Republic of China having power to tax, or any change in the application or official interpretation of such laws or regulations (including a ruling by a court of competent jurisdiction), which change becomes effective on or after the date of issue of the first Tranche of the MTNs or any other date specified in the relevant MTN Supplement and the Issuer is still obliged to pay the Additional Amounts despite taking reasonable measures available to it, the Issuer may at its option redeem the MTNs at their Early Termination Amount in whole, but not in part, prior to their stated maturity if it has complied with the requirements of Condition 6.5. The Issuer may exercise the option to redeem MTNs provided for in Condition 6.5: (i) (ii) (iii) (iv) if a Fixed Rate MTN or Zero Coupon MTN, at any time; or if a Floating Rate MTN or Structured MTN, on any Interest Payment Date, provided that; it has given not less than 30 nor more than 60 days' notice to the MTN Holders that it wishes to redeem the MTNs early in accordance with Condition 14; and prior to it giving such notice, it has delivered to the Domestic Paying Agent and to the Registrar: (A) (B) a certificate signed by the general manager of the Issuer stating that the Issuer is entitled to effect such redemption and setting out the reasons as to why the right to redeem has occurred; and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. 6.6 Purchase The Issuer may at any time purchase MTNs in the open market or otherwise and at any price. If purchases are made by tender, tenders must be available to all MTN Holders alike. All unmatured MTNs purchased under this Condition 6.6 are not extinguished (unless held beneficially by the Issuer at the Maturity Date) and to the extent held beneficially by the Issuer prior to that Maturity Date may be held, resold or cancelled at the discretion of the Issuer, subject to compliance with all legal and regulatory requirements. 6.7 Cancellation All MTNs redeemed by the Issuer or purchased by or on behalf of the Issuer under Condition 6.6 must be cancelled immediately and may not be reissued or resold. 6.8 Instalment MTNs Each Instalment MTN is partially redeemable in the Instalment Amounts and on the Instalment Dates specified in the relevant MTN Supplement. The principal amount of page 54

57 each Instalment MTN is reduced by the Instalment Amount paid on the related Instalment Date with effect from such date. 7 Payments 7.1 Payments to MTN Holders, Domestic Paying Agent and Agents All payments under a MTN must be made by the Issuer or the Domestic Paying Agent on its behalf: if the MTNs are lodged in the Austraclear System by crediting, on the relevant Interest Payment Date, Maturity Date or other date on which a payment is due, the amount then due to the account of the MTN Holder, in accordance with the Regulations; or if the MTNs are not lodged in the Austraclear System, to the account notified by the relevant MTN Holder to the Registrar or, in the absence of that notification, in the manner (if any) specified in the relevant MTN Supplement, and in either case, without set-off or counterclaim or any other deduction unless required by law. 7.2 Payments by cheque to a MTN Holder (c) In the event that a MTN Holder has failed to notify the Registrar of an account to which payments can be made, the Issuer may make payments by cheque in respect of MTNs held by that MTN Holder. Any such cheque will be sent by prepaid ordinary post on the Business Day immediately preceding the relevant Interest Payment Date, Maturity Date or other date on which payment is due to the address of the MTN Holder held on the Register at the close of business on the eighth day prior to which payment is due. Where two or more persons are entered in the Register on such date as joint holders of the relevant MTN, the Issuer will make payment to the first named holder in the Register. Any cheque sent to a MTN Holder is sent at the MTN Holder s risk and is taken to be received by the MTN Holder on the due date for payment. Where payments are made by cheque the Issuer will not be required to pay any additional amounts as a consequence of any MTN Holder not receiving payment on the due date in immediately available funds. 7.3 Method of payment A payment made by electronic transfer is for all purposes taken to be made when the Issuer or the Domestic Paying Agent gives an irrevocable instruction for the making of that payment by electronic transfer, being an instruction which would be reasonably expected to result, in the ordinary course of banking business, in the relevant funds reaching the account of the MTN Holder on the same day as the day on which the instruction is given. page 55

58 7.4 Business Days If a payment is due under a MTN on a day which is not a Business Day the date for payment will be adjusted according to the Business Day Convention applicable to that MTN. If payment is to be made to an account on a Business Day on which banks are not open for general banking business in the city in which the account is located, the MTN Holder is not entitled to payment of such amount until the next Business Day on which banks in such city are open for general banking business and is not entitled to any interest or other payment in respect of any such delay. 7.5 Payments subject to fiscal laws All payments are subject to Condition 8 and to any applicable fiscal or other laws and regulations. 7.6 Domestic Paying Agent BTA Institutional Services Australia Limited shall be the initial Domestic Paying Agent. 7.7 Variation or termination of Paying Agents The Issuer is entitled to vary or terminate the appointment of the Domestic Paying Agent and to appoint a new Domestic Paying Agent and approve any change in the specified office through which the Domestic Paying Agent acts, provided that: there will at all times be a Domestic Paying Agent; and if any MTNs are listed on any stock exchange, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange. 7.8 Notice of Change Notice of any such change or change in the specified office of the Domestic Paying Agent will be given to MTN Holders in accordance with Condition Taxation 8.1 Payments made free and clear Payments in respect of the MTNs are subject in all cases to applicable provisions of fiscal and other laws and regulations. All payments under the MTNs must be made free and clear of, and without withholding or deduction for, or by reference to, any present or future taxes, duties, assessments or governmental charges of any Government Agency of the Commonwealth of Australia or The People s Republic of China or in the case of either jurisdiction any political subdivision or taxing authority in it unless such withholding or deduction is required by law. page 56

59 8.2 Additional payments If the Issuer is required under a law to make a withholding or deduction in respect of Tax from any payment under the MTNs it shall withhold or deduct the amount for the Tax and promptly pay the relevant MTN Holder on the due date for payment such additional amounts (Additional Amounts) as may be necessary so that the relevant MTN Holder receives a net amount (after allowance for any further deduction) equal to the amount it would have received if no deduction had been made. The Issuer shall indemnify that MTN Holder against such Tax and any amounts recoverable from that MTN Holder in respect of that Tax except that no Additional Amounts shall be payable under this Condition 8.2: (c) (d) (e) (f) to, or to a third party on behalf of, a MTN Holder who is liable to such Taxes in respect of any MTN by reason of the MTN Holder having some connection with the Commonwealth of Australia (or a political subdivision of it) other than the mere holding of such MTN or receipt of payment (whether in respect of principal, redemption amount, interest or otherwise) in respect of it; to, or to a third party on behalf of, a MTN Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or similar cause for exemption to any tax authority in the place where payment under the MTN is made; where the MTN is presented for payment more than 30 days after the due date except to the extent that a MTN Holder would have been entitled to Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such is in fact the case, that day to have been a Business Day; to, or to a third party on behalf of, a MTN Holder who is liable to the Taxes in respect of the MTN by reason of the MTN Holder being an associate of the Issuer within the meaning of section 128F(9) of the Tax Act; to, or to a third party on behalf of, the MTN Holder who is an Offshore Associate of the Issuer if, and to the extent that, the Tax Act requires withholding tax to be paid in respect of interest, as defined in the Tax Act, payable in respect of the MTN which would not otherwise be payable were the MTN Holder not an Offshore Associate of the Issuer; to, or to a third party on behalf of an Australian resident MTN Holder or a nonresident MTN Holder carrying on business in Australia at or through a permanent establishment of the non-resident in Australia, if that person has not supplied an Australian business number, a tax file number (if applicable) or exemption details as may be necessary to enable the payment to be made without such withholding or deduction (including, for the avoidance of doubt, failure to do so not less than seven days prior to the relevant Interest Payment Date as provided for in Condition 8.3); page 57

60 (g) (h) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, European Council Directive 2003/481EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 2000 on the taxation of savings income; or in such other circumstances as may be specified in the relevant MTN Supplement. 8.3 Tax file or Australian business number The Issuer or any person making payments on behalf of the Issuer may deduct tax on interest payments to a MTN Holder at the rate required by the Tax Act unless the Domestic Paying Agent receives written notice of the MTN Holder s tax file number (if any) or evidence of any exemption the MTN Holder may have from the need to advise the Issuer of its tax file number (if any) or Australian business number if applicable. The tax file number or Australian business number or appropriate evidence (as the case may be) must be received by the Domestic Paying Agent not less than seven days prior to the relevant Interest Payment Date. 9 Register 9.1 Registrar's role The Issuer agrees, subject to any relevant MTN Supplement, to procure that the Registrar does the following things: establish and maintain the Register in Sydney or such other city in New South Wales as the Issuer and the Registrar may agree; enter or cause to be entered in the Register: (i) (ii) (iii) (iv) (v) (vi) (vii) the principal amount of the MTN; the full name and address of the MTN Holder; any declaration of non-residence, tax file number or Australian business number or exemption details; the Issue Date or Deposit Date, as the case may be, Maturity Date and any interest rate and payment details of the MTN; the Tranche and Series of the MTN; any payment instructions notified by the MTN Holder or provided by the Issuer or the Domestic Paying Agent in respect of a MTN Holder; all subsequent transfers and changes of ownership of the MTN; (viii) the details of any marking which has been provided in respect of the MTN; and page 58

61 (ix) such other information as is required by all applicable laws or as the Issuer and Registrar agree; and (c) comply with the obligations expressed in the Instrument Deed Poll and the Agency and Registry Services Agreement to be performed by the Registrar. 9.2 Registrar In acting under the Agency and Registry Services Agreement in connection with the MTNs, the Registrar acts solely as agent of the Issuer and does not assume any obligations towards or relationship of agency or trust for or with any of the MTN Holders. The Issuer reserves the right at any time to terminate the appointment of the Registrar in accordance with the Agency and Registry Services Agreement and to appoint successor or additional registrars, provided, however, that the Issuer must at all times maintain the appointment of a registrar with its specified office in the Commonwealth of Australia. Notice of any such termination of appointment will be given to the MTN Holder in accordance with Condition Multiple MTN Holders Subject to the Corporations Act, if more than four persons are the holders of a MTN, the names of only four such persons will be entered in the Register. Subject to the Corporations Act, if more than one person is the holder of a MTN, the address of only one of them will be entered on the Register. If more than one address is notified to the Registrar, the address recorded in the Register will be the address of the MTN Holder whose name appears first in the Register. 9.4 MTN Holder change of address A MTN Holder must promptly notify any change of address to the Registrar. 9.5 Closing of Register The registration of the transfer of a MTN may be suspended by the Registrar (and the Register shall be closed for the purpose of determining entitlements to payment under a MTN) after the close of business on the eighth calendar day or other day in accordance with the Regulations prior to each Interest Payment Date (if any) and each Maturity Date of the MTN or such other number of days as may be agreed by the Issuer and the Registrar and not contrary to the Regulations and notified promptly by the Issuer to the MTN Holders. page 59

62 10 Events of Default 10.1 Events of Default in respect of MTNs Each of the following is an Event of Default in relation to MTNs (whether or not it is in the control of the Issuer): (Payment default) The Issuer fails: (i) (ii) (iii) within 2 Business Days after the due date, to pay the principal amount of any MTN; within 5 Business Days after the due date, to pay any amount of interest on any MTN; or to comply with any of its other obligations under the MTNs (other than an obligation for the payment of any amount due in respect of the MTNs), and that default is incapable of remedy or, if capable of remedy, is not remedied within 20 Business Days after notice requiring such default to be remedied has been given to the Issuer. (Cross default) Any indebtedness for borrowed money of the Issuer which in aggregate exceeds USD 25,000,000 or its equivalent: (i) (ii) is not paid when due (or within an applicable grace period); or becomes due and payable before its stated maturity because an event of default (however described) is subsisting, and, in each case, is not being contested in good faith by the Issuer and is not cured or otherwise made good within 10 Business Days after notice of such event of default has been given to the Issuer by the relevant MTN Holder. (c) (Administration, winding up, arrangements, insolvency etc) (i) (ii) An administrator of the Issuer is appointed. Except for the purpose of a solvent reconstruction or amalgamation previously approved by the Majority MTN Holders: (A) an application or an order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting, an application to a court or other steps are taken for the winding up, dissolution or administration of the Issuer (other than frivolous or vexatious applications, proceedings, notices and steps); or page 60

63 (B) the Issuer ceases, suspends or threatens to cease or suspend the conduct of all or substantially all of its business or disposes of or threatens to dispose of substantially all of its assets. (iii) The Issuer: (A) (B) is, or under legislation is presumed or taken to be, insolvent (other than as the result of a failure to pay a debt or claim the subject of a good faith dispute); or stops or suspends or threatens to stop or suspend payment of all or a class of its debts. (d) (Enforcement against assets) A: (i) (ii) (iii) receiver, receiver and manager, administrative receiver or similar officer is appointed to; Security Interest is enforced over; or distress, attachment or other execution is levied or enforced over, all or any of the assets and undertaking of the Issuer. (e) (Analogous process) Anything analogous to anything referred to in paragraphs (c) and (d), or having substantially similar effect, occurs with respect to the Issuer under any relevant overseas law or any law which commences or is amended after the date of these MTN Terms and Conditions and any such occurrence is not discontinued within a period of 30 days Consequences of an Event of Default If any Event of Default subsists in relation to a MTN of any Series, the Early Termination Amount (together with all accrued interest (if any)) applicable to each MTN held by a MTN Holder is due and payable immediately Rectification A MTN Holder s right under Condition 10.2 to declare MTNs due, terminates if the situation giving cause to it has been cured before such right is exercised. 11 Prescription 11.1 Time limit A claim against the Issuer for payment under MTN is void unless made within five years of the due date for that payment in the case of either principal or interest. page 61

64 11.2 Discharge of Issuer The Issuer is discharged from its obligation to make a payment in respect of MTN to the extent that a cheque which has been duly sent to the relevant MTN Holder in accordance with Condition 7.2, in Australian dollars or in any other alternative currency in which the relevant MTNs were denominated remains uncashed at the end of the period of five years from the Maturity Date. 12 Amendments Each of the Agency and Registry Services Agreement, the MTN Terms and Conditions and the relevant MTN Supplement may be amended, without the consent of any MTN Holder: (i) (ii) for the purposes of curing any ambiguity, or correcting or supplementing any defective or inconsistent provisions; or in any other manner which the Issuer, the Registrar and the Domestic Paying Agent deem necessary or desirable, and, in each case, which does not materially adversely affect the interests of the MTN Holders. (c) Each of the Agency and Registry Services Agreement, the MTN Terms and Conditions and the relevant MTN Supplement may otherwise be varied with the approval of the Majority MTN Holders by resolution unless the variation affects timing or amount of payments, extends the Maturity Date or changes the Interest Rate in which case the approval of the Super Majority MTN Holders is required. Any such modification or amendment shall be binding on the MTN Holders and any such modification or amendment shall be notified to the MTN Holders in accordance with Condition 14 as soon as practicable after it has been made. 13 Further Issues The Issuer may from time to time and without the consent of the MTN Holders create and issue further MTNs or securities or other similar instruments. The Issuer may issue further MTNs so as to form a single Series with any Tranche of MTNs. 14 Notices 14.1 Notices to the Issuer, Registrar and the Domestic Paying Agent A notice or other communication to the Issuer, the Registrar and the Domestic Paying Agent in connection with a MTN must be in writing and may be sent by prepaid post or delivered to the address of the addressee, or by facsimile to the facsimile number of the addressee, specified in the section entitled Directory in the Information Memorandum or as otherwise agreed between those parties from time to time and notified by them to the MTN Holders. page 62

65 14.2 Notices to MTN Holders A notice or other communication to a MTN Holder in connection with a MTN must be in writing and may be given by: (c) an advertisement published in The Australian Financial Review or any other newspaper having general circulation in Australia or if an additional or alternate newspaper is specified in the relevant MTN Supplement, that newspaper; prepaid post or delivery to the address of the MTN Holder as shown in the Register at the close of business seven days prior to the despatch of the relevant notice or communication; or if the relevant MTN held by that MTN Holder is lodged with and settled through the Austraclear System, the Issuer to the Registrar, who will in turn forward such notice or other communication to the operator of the Austraclear System for communication by that operator to the MTN Holder Time when notice deemed effective Unless a later time is specified in it a notice consent or other communication takes effect from the time it is received except where it is received after 5.00pm in the place of receipt or on a non-business Day in that place in which case it will be taken to have been received at 9.00am on the next succeeding Business Day in that place. Any notice published in a newspaper will be deemed to have been given on the date of first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. 15 Meetings of MTN Holders Meetings of MTN Holders may be convened in accordance with the Meeting Provisions. Any such meeting may consider any matters affecting the interests of MTN Holders, including, without limitation, the variation of the terms of the MTNs to the Issuer and the granting of approvals, consents and waivers, and the declaration of an Event of Default. 16 Governing law and jurisdiction 16.1 Governing law The MTNs are governed by the law in force in New South Wales Jurisdiction The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. The Issuer waives any right it has to object to an action being brought in those courts, to claim that such action has been brought in an inconvenient forum, or to claim those courts do not have jurisdiction. page 63

66 Bearer MTN Terms and Conditions The following are the MTN Terms and Conditions (the Bearer MTN Terms and Conditions) which will apply to each MTN in bearer form issued under the USD 15,000,000,000 Debt Instrument Programme (the Programme) of Industrial and Commercial Bank of China Limited, Sydney Branch (ABN ) (the Issuer) as supplemented, modified or replaced in relation to any MTNs by the relevant MTN Supplement which will be applicable to a particular Tranche of MTNs. The MTNs are issued with the benefit of the Deed of Covenant (the Deed of Covenant) dated 11 October 2010 (as the same may be amended from time to time) entered into by the Issuer and by each Global MTN or Definitive MTN (if applicable) and the Offshore Issue and Paying Agency Agreement (as defined below). Copies of those documents are available for inspection during normal business hours at the following office of the Offshore Paying Agent: 1 Canada Square London E14 5AL United Kingdom Attention: Manager, Corporate Trust Services The holders of Bearer MTNs (MTN Holders) are entitled to the benefit of, are bound by and are deemed to have notice of, all the provisions contained in the Deed of Covenant and the Offshore Issue and Paying Agency Agreement. Words and expressions defined in the Offshore Issue and Paying Agency Agreement or used in the relevant Bearer MTN Supplement shall have the same meaning where used in the Bearer MTN Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of any inconsistency between the Offshore Issue and Paying Agency Agreement and the relevant Bearer MTN Supplement, the relevant Bearer MTN Supplement will prevail. 1 Interpretation 1.1 Definitions The following words have these meanings in these Bearer MTN Terms and Conditions unless the contrary intention appears. Accrual Yield has the meaning given in the relevant Bearer MTN Supplement. Additional Amounts has the meaning given in Condition 7. Additional Business Centre has the meaning given in the relevant Bearer MTN Supplement. Australian dollars or A$ means the lawful currency of Australia from time to time. Banking Act means the Banking Act 1959 of the Commonwealth of Australia. BBSW means, in relation to an Interest Period, the rate per annum (expressed as a percentage) calculated by the Offshore Paying Agent by taking the rates quoted on the Reuters screen page BBSW or its successor or replacement page at approximately 10:10am, Sydney time, on the first day of that Interest Period for at least five banks page 64

67 quoting on that page, as being the mean buying and selling rate for a bill (which for the purpose of this definition means a bill of exchange of the type specified for the purpose of quoting on the Reuters screen page BBSW) having a tenor equal to or closest approximating the Interest Period, eliminating the highest and lowest mean rates and taking the average of the remaining mean rates. If, in respect of the first day of an Interest Period, fewer than five banks have quoted rates on the Reuters screen page BBSW, the rate for that Interest Period shall be calculated as above by taking the rates otherwise quoted by five banks on application by the Offshore Paying Agent for such a bill of the same tenor. If in respect of the first day of an Interest Period, the rate for that Interest Period cannot be determined in accordance with the foregoing procedures, then the rates shall be the rate as reasonably determined by the Offshore Paying Agent, having regard to comparable indices then available. Business Day means a day on which: commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency markets) in Sydney and any Additional Business Centres specified in the relevant MTN Supplement; and if a MTN is to be issued or paid, each relevant clearing system (including the Euroclear or Clearstream, Luxembourg) is operating. Business Day Convention in respect of a MTN, means the convention specified in the relevant MTN Supplement for that MTN, for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. The following terms, when used in conjunction with the term Business Day Convention and a date, shall mean that an adjustment will be made if that date would otherwise fall on a day that is not a Business Day so that: (c) if Following is specified, that date will be the following Business Day; if Modified Following or Modified is specified, that date will be the following Business Day unless that day falls in the next calendar month, in which case that date will be the preceding Business Day; and if Preceding is specified, that date will be the preceding Business Day. If no convention is specified in the relevant Pricing Supplement, the Following Business Day Convention applies. Different conventions may be specified in relation to, or apply to, different dates. Calculation Agency Agreement in relation to any Series of MTNs means an agreement in or substantially in the form of schedule 6 to the Dealer Agreement. Calculation Agent in relation to any Series of MTNs means the Offshore Paying Agent or any other person appointed as calculation agent in relation to the MTNs by the Issuer pursuant to the terms of the Offshore Issue and Paying Agency Agreement or, if a Dealer is to be the calculation agent, the Calculation Agency Agreement and shall include any successor calculation agent appointed in respect of the MTNs. page 65

68 Clearstream, Luxembourg means Clearstream Banking, société anonyme or its successor. Condition means the correspondingly numbered condition in these terms and conditions. Corporations Act means the Corporations Act 2001 of the Commonwealth of Australia. Coupon means an interest coupon appertaining to a Definitive MTN (other than a Zero Coupon MTN), the coupon being in the form or substantially in the form set out in Schedule C Part III to the Offshore Issue and Paying Agency Agreement or in such other form, having regard to the terms of issue of the MTNs of the relevant Series, as may be agreed between the Issuer, the Offshore Paying Agent and the relevant Dealer and includes, where applicable, the Talon(s) appertaining to the relevant MTN and any replacements for Coupons and Talons issued pursuant to these Conditions. Day Count Basis means in respect of the calculation of an amount of interest on any MTN for any period of time (Calculation Period) the day count basis specified in the relevant MTN Supplement and: if Actual/365 or Actual/Actual is specified, the actual number of days in the Calculation Period in respect of which payment is being made (being inclusive of the first day, but exclusive of the last day, of that Calculation Period) divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of: (i) (ii) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366; and the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); or (c) (d) if Actual/365 (Fixed) is specified, the actual number of days in the Calculation Period in respect of which payment is being made divided by 365; or if Actual/360 is specified, the actual number of days in the Calculation Period in respect of which payment is being made divided by 360; or if 30/360, 360/360 or Bond Basis is specified, the number of days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows: Day Count Basis = [360 X (Y2 Y1)] + [30 x (M2 M1)] + (D2 D1) where: 360 "Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls; page 66

69 "Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls; "M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; "M2" is the calendar month, expressed as number, in which the day immediately following the last day included in the Calculation Period falls; "D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case DI will be 30; and "D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (e) if RBA Bond Basis is specified, one divided by the number of Interest Payment Dates in a year (or where the Calculation Period does not constitute an Interest Period, the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of: (i) (ii) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366; and the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365)); or (f) such other basis as may be specified in the relevant MTN Supplement as being the applicable basis for the calculation of the amount of interest in respect of a Series of MTNs. Deed of Covenant means the deed of covenant in respect of the Instruments dated 11 October 2010 (as the same may be amended or replaced from time to time) entered into by the Issuer for the benefit of, among others, the MTN Holders which, together with the Global MTNs or the Definitive MTNs (as the case may be), constitute the MTNs. Definitive MTN means a MTN issued in definitive form. Early Termination Amount means, in relation to any MTN, the Redemption Amount payable on redemption at any time prior to its Maturity Date together with accrued interest up to but excluding the date of redemption, unless otherwise stated in the relevant MTN Supplement. Euroclear means Euroclear Bank S.A./N.V. or its successor. Event of Default means an event specified in Condition 8. Exchange Event means (i) an Event of Default which is continuing; (ii) in the case of a Global MTN held by Euroclear and/or Clearstream, Luxembourg, Euroclear and/or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention to permanently cease business or does so cease business and no alternative clearing page 67

70 system is available; or (iii) as a result of any amendment to, or change in, the laws or regulations of the Commonwealth of Australia or The People s Republic of China (or any political subdivision thereof) or of any authority therein or thereof having power to tax or in the interpretation by a revenue authority or a court of, or in the administration of, such laws or regulations which becomes effective on or after the first Issue Date, the Issuer or the Offshore Paying Agent (in its capacity as principal paying agent) is or will be required to make any withholding or deduction from any payment in respect of the MTNs which would not be required if the MTNs were in the form of Definitive MTNs. Excluded Tax means a Tax imposed by a jurisdiction on the net income, gross receipts or assets of a MTN Holder because the MTN Holder has a connection with that jurisdiction, but not a Tax: calculated by reference to the gross amount of a payment under a MTN (without the allowance of a deduction); or imposed because the MTN Holder is taken to be connected with that jurisdiction solely because it is party to, or has the benefit of, a MTN. For the purposes of this definition (Excluded Tax) only, the definition of Tax shall be taken to exclude the words but does not include an Excluded Tax. Fixed Rate MTN means a MTN that bears interest at a fixed rate. Floating Rate MTN means a MTN that bears interest at a floating or variable rate. Global MTN means a MTN issued in global form. Government Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange or other relevant authority. GST means any goods and services or similar tax, together with any related interest, penalties, fines or other charge. Index Linked MTN means a MTN where the amount of interest payable is calculated by reference to an index or formula or both as specified in the relevant MTN Supplement. Information Memorandum means at any time the information memorandum issued in connection with the issue, sale or purchase of, among other Instruments, MTNs to MTN Holders, as revised, supplemented or amended from time to time by the Issuer and such documents as are from time to time incorporated into it by reference (but not including any information or documents superseded by any information subsequently included or incorporated). Instalment Amounts has the meaning given in the relevant MTN Supplement. Instalment Dates has the meaning given in the relevant MTN Supplement. Instalment MTN means a MTN which is redeemable in one or more instalments as specified in the relevant MTN Supplement. page 68

71 Interest Accrual Date means, in relation to a MTN, the Issue Date or such other date as may be specified as such in the relevant MTN Supplement as the date on and from which interest accrues on that MTN. Interest Amount means, in relation to any MTN, the amount of interest payable in respect of such MTN as determined under Condition 4.4. Interest Determination Date has the meaning given in the relevant MTN Supplement. Interest Payment Date means, in relation to any MTN, each date specified in, or determined in accordance with the provisions of, the relevant MTN Supplement as a date on which a payment of interest on that MTN is due and adjusted, if necessary, in accordance with the applicable Business Day Convention. Interest Period means, in relation to any MTN, the period from and including an Interest Payment Date (or, in the case of the first period, the Interest Accrual Date) to but excluding the next Interest Payment Date. Interest Rate means, in relation to any MTN, the rate of interest (expressed as a per cent per annum) payable in respect of that MTN specified in, or calculated or determined in accordance with the provisions of, the relevant MTN Supplement. ISDA Definitions means, unless otherwise specified in the relevant MTN Supplement, the document entitled 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., as the same may be supplemented or amended from time to time. ISDA Rate means, in relation to any Interest Period, a rate equal to the floating rate that would be determined by the Calculation Agent under a Swap Transaction if the Calculation Agent for the relevant Floating Rate MTN were acting as Calculation Agent for that Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which: (c) the Floating Rate Option, the Designated Maturity and the Reset Date are as specified in relevant MTN Supplement; the Period End Dates are each Interest Payment Date, the Spread is the Margin and the Floating Rate Day Count Fraction is the Day Count Basis; and for the purposes of this definition, Swap Transaction, Floating Rate, Calculation Agent (other than references to Calculation Agent for the relevant Floating Rate MTNs ), Floating Rate Option, Designated Maturity, Reset Date, Period End Date, Spread and Floating Rate Day Count Fraction shall each have the meaning given to them in the ISDA Definitions. Issue Date means the date recorded as the Issue Date on the face of a Global MTN or a Definitive MTN (as applicable). Majority MTN Holders means MTN Holders whose aggregate Outstanding Principal Amount under MTNs held by them is greater than or equal to 66.67% of the aggregate Outstanding Principal Amount of all MTNs or, where used in relation to MTN Holders who hold a Series or Tranche of MTNs, such MTN Holders whose aggregate Outstanding page 69

72 Principal Amount under those MTNs is greater than or equal to 66.67% of the aggregate Outstanding Principal Amount under all MTNs of that Series or Tranche then on issue. Maturity Date means, in relation to any MTN, the date specified in the relevant MTN Supplement as the Maturity Date for that MTN. Maximum Interest Rate has the meaning given in Condition 4.4. Meeting Provisions means the provisions for the convening of meetings and passing of resolutions by MTN Holders set out in Schedule 2 to the Instrument Deed Poll. Minimum Interest Rate has the meaning given in Condition 4.4. MTN means a debt obligation of the Issuer in bearer form, with an original Tenor of 365 days or any greater period agreed by the Issuer, evidencing the rights of a holder to be paid certain moneys under the Deed of Covenant, title to which is recorded in and evidenced by certification of a beneficial interest in a Global MTN held through an account in Euroclear and/or Clearstream or possession of a Definitive MTN. MTN Holder means, for so long as such MTN is represented by a Global MTN, each person whose name is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular nominal amount of such MTN (in which regard any certificate or other document issued by Euroclear and/or Clearstream, Luxembourg as to the nominal amount of such MTN standing to the account of any person shall be conclusive evidence of such holding and binding for all purposes save in the vase of proven or manifest error) or, for so long as the MTNs are represented by one or more Definitive MTNs, any person who holds such a Definitive MTN. MTN Supplement means the MTN supplement executed by the Issuer and prepared in relation to the MTNs of the relevant Tranche or Series (substantially in the form set out in the Information Memorandum) as a supplement, modification or replacement of the Bearer MTN Terms and Conditions and giving details of that Tranche or Series. Offshore Associate means an associate (as defined in section 128F of the Tax Act) that is either: a non-resident of Australia which does not acquire the MTNs in carrying on a business at or through a permanent establishment in Australia; or a resident of Australia that acquires the MTNs in carrying on a business at or through a permanent establishment outside Australia. Offshore Paying Agent means The Bank of New York Mellon, London Branch, in its capacity as issue agent, principal paying agent and reference agent in respect of the Instruments, or any other agent specified in the relevant MTN Supplement. Offshore Issue and Paying Agency Agreement means the agreement of the same name dated 21 June 2011 (as the same may be amended from time to time) between the Issuer and the Offshore Paying Agent for the offshore issuing, paying agency and reference services for the MTNs and any other agreement for those services. page 70

73 Optional Redemption Amount means in respect of any MTN, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant MTN Supplement. Optional Redemption Date has the meaning given in the MTN Supplement. Outstanding Principal Amount means, in relation to a MTN, the principal amount outstanding on that MTN from time to time and, where a MTN is denominated in a currency other than Australian dollars and such amount is required to be determined in Australian dollars, the Australian dollar equivalent of a MTN denominated in such other currency calculated on the basis of the spot rate of exchange for the sale of Australian dollars against the purchase of such other currency in the Sydney foreign exchange market quoted by a leading bank selected by the Issuer on the exchange date. The calculation date is, at the discretion of the Issuer, either the date of the relevant Bearer MTN Supplement for such MTNs or the preceding day on which commercial banks and foreign exchange markets are open for business in Sydney. Pricing Convention means, unless otherwise specified in the relevant MTN Supplement: in respect of a Floating Rate MTN, the FRN convention as published by the Australian Financial Markets Association (AFMA); or in respect of a Fixed Rate MTN, the Reserve Bank of Australia bond basis. Programme means the Issuer s USD 15,000,000,000 debt Instrument programme (as such amount may be amended from time to time). Put Option Notice means the notice which must be delivered to the Offshore Paying Agent by any MTN Holder to exercise its option to redeem a MTN prior to its Maturity Date. Put Option Receipt means a receipt issued by the Offshore Paying Agent to a MTN Holder who has submitted a Put Option Notice to the Offshore Paying Agent in order for such MTN Holder to exercise its option to redeem a MTN prior to its Maturity Date. Receipt means a receipt attached on issue to a Definitive MTN redeemable in instalments for the payment of an instalment of principal, the receipt being in or substantially in the form set out in Schedule C Part IV to the Offshore Issue and Paying Agency Agreement or in such other form as may be agreed between the Issuer, the Offshore Paying Agent and the relevant Dealer and includes any replacements for Receipts issued pursuant to these Conditions. Redemption Amount means, in relation to any MTN, the Outstanding Principal Amount or such other redemption amount as may be specified in, or calculated or determined in accordance with the provisions of, the relevant MTN Supplement. Reference Banks means the institutions described as such in the relevant MTN Supplement or, if none are so described, five major banks selected by the Calculation Agent in the financial market that is most closely connected with the applicable Reference Rate. Reference Price has the meaning given in the relevant MTN Supplement. page 71

74 Reference Rate has the meaning given in the relevant MTN Supplement. Regulations means the terms and conditions and rules and operating procedures of Euroclear or Clearstream, Luxembourg from time to time. Relevant Financial Centre has the meaning given in the relevant MTN Supplement. Relevant Screen Page has the meaning given in the relevant MTN Supplement. Relevant Time has the meaning given in the relevant MTN Supplement. Reserve Bank Act means the Reserve Bank Act 1959 of the Commonwealth of Australia. Screen Rate means in relation to any Interest Period, the quotation offered for the Reference Rate appearing on the Relevant Screen Page at the Relevant Time on the Interest Determination Date. In the event that: there is more than one offered rate displayed on the Relevant Screen Page at the Relevant Time on the Interest Determination Date, the Screen Rate means the rate calculated by the Calculation Agent as the average rate of the offered rates. If there are more than five offered rates, the Calculation Agent must exclude the highest and lowest rates (or, in the case of equality of rates, one of the highest and one of the lowest rates) from its calculation; an offered rate is not displayed by the Relevant Time on the Interest Determination Date or if it is displayed but the Calculation Agent determines that there is an obvious error in that rate, the Screen Rate means: (i) (ii) the rate the Calculation Agent calculates as the average mean of the Reference Rates that each Reference Bank quoted to the leading banks in the Relevant Financial Centre specified in the MTN Supplement at the Relevant Time on the Interest Determination Date; or where the Calculation Agent is unable to calculate a rate under paragraph (i) because it is unable to obtain at least two rates, the rate the Calculation Agent calculates as the average of the rates (being the nearest equivalent to the Reference Rate) quoted by two or more banks chosen by the Calculation Agent in the Relevant Financial Centre at approximately the Relevant Time on the Interest Determination Date for a period equivalent to the Interest Period to leading banks carrying on business in the Relevant Financial Centre in good faith; or (c) if the MTN Supplement specifies an alternative method for the determination of the Screen Rate Determination, then that alternative method applies. Security Interest includes any mortgage, pledge, lien, charge or other security or any arrangement which gives a creditor a preferential right to an asset or its proceeds but excludes: page 72

75 (c) (d) any charge or lien arising in favour of any Government Agency by operation of statute (provided there is no default in payment of moneys owing under such charge or lien); a right of title retention in connection with the acquisition of goods in the ordinary course of business on the terms of sale of the supplier (provided there is no default in connection with the relevant acquisition); any security or preferential interest or arrangement arising under or created pursuant to any right of set-off; and a charge or lien arising in favour of a clearing system or custodian. Series means MTNs having identical terms (except for the Issue Date, the issue price and the amount of the first payment of interest) and which are expressed to be consolidated and to form a single series. Specified Period has the meaning given in the relevant MTN Supplement. Structured MTN means an Index Linked MTN or an Instalment MTN, as the case may be. Super Majority MTN Holders means MTN Holders whose aggregate Outstanding Principal Amount under MTNs held by them is greater than or equal to 75% of the aggregate Outstanding Principal Amount of all MTNs or, where used in relation to MTN Holders who hold a Series or Tranche of MTNs, such MTN Holders whose aggregate Outstanding Principal Amount under those MTNs is greater than or equal to 75% of the aggregate Outstanding Principal Amount under all MTNs of that Series or Tranche then on issue. Talon means a talon attached on issue to a Definitive MTN (other than a Zero Coupon MTN) which is exchangeable in accordance with its provisions for further Coupons appertaining to the MTN, the talon being in or substantially in the form set out in Schedule C Part V of the Offshore Issue and Paying Agency Agreement or in such other form as may be agreed between the Issuer, the Offshore Paying Agent and the relevant Dealer and includes any replacements for Talons issued pursuant to these Conditions. Tax includes any tax, levy, impost, deduction, charge, rate, duty, GST or withholding which is levied or imposed by the Commonwealth of Australia or The People s Republic of China or in the case of either jurisdiction, any political subdivision or taxing authority in it, and any related interest, penalty, charge, fee or other amount but does not include an Excluded Tax. Tax Act means the Income Tax Assessment Act 1936 of the Commonwealth of Australia and, where applicable, the Income Tax Assessment Act 1997 of the Commonwealth of Australia. Tenor of a MTN means the number of days from, and including, its Issue Date, to but excluding, its Maturity Date. Tranche means MTNs issued or accepted for deposit on the same Issue Date, the terms of which are identical in all respects. page 73

76 Transfer and Acceptance Form means such form as the Offshore Paying Agent adopts in line with the then current market practice to effect a transfer of MTNs. Zero Coupon MTN means a MTN issued at a discount to its face value. 2 Form and Title 2.1 Form (c) (d) Each MTN is issued in bearer form, initially in the form of a Global MTN and, within 45 days of the occurrence of an Exchange Event, in the form of Definitive MTNs, serially numbered. Definitive MTNs are issued with Coupons attached, unless they are Zero Coupon MTNs in which case references to Coupons and Couponholders in these Conditions are not applicable. A Global MTN will only be exchangeable for a Definitive MTN upon the occurrence of an Exchange Event and in no other circumstances. Each MTN is a separate debt obligation of the Issuer and may be transferred separately from any other MTN. 2.2 Currency and amounts MTNs will be denominated in and issued in such minimum denominations of Australian dollars or any other applicable alternative currency as set out in the relevant MTN Supplement, provided that if no such minimum denomination is so specified the minimum denomination shall at all times be equal to or greater than A$200,000 (or its equivalent in other currencies). MTNs of one specified denomination may not be exchanged for MTNs of another specified denomination. MTNs may only be issued or sold if the amount subscribed for, or the consideration payable to the Issuer, by the relevant MTN Holder is a minimum of A$500,000 (or its equivalent in other currencies) (disregarding amounts, if any, lent by the Issuer or other person offering the MTNs or its associates (within the meaning of those expressions in Parts 6D.2 and 7.9 of the Corporations Act)) or the issue or sale is otherwise in circumstances that do not require disclosure under Parts 6D.2 and 7.9 of the Corporations Act. 2.3 Title Subject as set out below, title to the MTNs will pass by delivery. Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and the Offshore Paying Agent (acting in whatsoever capacity) may deem and treat the bearer of any MTNs as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership in writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global MTN, without prejudice to the provisions set out in paragraph below. page 74

77 (c) (d) For so long as any of the MTNs are represented by a Global MTN held on behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such MTNs (in which, regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such MTNs standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error or proven error) shall be treated by the Issuer and the Offshore Paying Agent as the holder of record of such nominal amount of such MTNs for all purposes other than with respect to the payment of principal or interest on such nominal amount of such MTNs, for which purpose the bearer of the relevant Global MTN shall be treated by the Issuer and the Offshore Paying Agent as the holder of such nominal amount of such MTNs in accordance with and subject to the terms of the relevant Global MTN, and the expressions MTN Holder shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of notes as aforesaid, the Offshore Paying Agent may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error or proven error, be conclusive and binding on all concerned. MTNs which are represented by a Global MTN held by a common depositary for Euroclear or Clearstream, Luxembourg will be transferable only in accordance with the Regulations. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system. 3 Status 3.1 Status of the MTNs MTNs The MTNs are direct, unsecured and unsubordinated obligations of the Issuer and rank equally amongst themselves and pari passu with all present and future unsubordinated and unsecured obligations of the Issuer (save for certain debts of the Issuer required to be preferred by the law. Status of MTNs as deposit liabilities and preferred amounts The depositor protection provisions of Division 2 of Part II of the Banking Act do not apply to the Issuer (including the Issuer acting through its Australian branch). (c) No set-off Subject to applicable law, no MTN Holder may exercise or claim any right of set-off in respect of any amounts owed to it by the Issuer arising under or in connection with the MTNs and each such MTN Holder shall, by virtue of their subscription, page 75

78 purchase or holding of any MTN, be deemed to have waived all such rights of setoff. 4 Interest 4.1 Application MTNs may bear a fixed or floating rate of interest, be issued at a discount to face value or bear a rate of interest as determined by reference to an index or formula, in each case, as specified in the relevant MTN Supplement. 4.2 Period of accrual of interest Interest accrues on the Outstanding Principal Amount, or nominal amount (as the case may be) of MTNs from the relevant Interest Accrual Date at the applicable Interest Rate. Interest ceases to accrue on such MTNs from the relevant Maturity Date unless default is made in the payment of any principal amount in respect of such MTNs. In that event any overdue principal of a MTN (other than a Zero Coupon MTN) continues to bear interest at the default rate specified in the relevant MTN Supplement, both before and after any judgment, until it is paid in full to the relevant MTN Holder. If the principal amount due in respect of a Zero Coupon MTN is not paid when due, the amount payable will be an amount equal to the sum of the Reference Price and the amount resulting from the application of the Accrual Yield (compounded annually) to the Reference Price from, and including, the Issue Date, to, but excluding, the date on which all sums due on respect of such Zero Coupon MTN are received by or on behalf of the relevant MTN Holder. 4.3 Interest Payment Dates Interest is payable on the relevant Interest Payment Dates, or as otherwise specified in the relevant MTN Supplement. 4.4 Calculation of Interest Amount in respect of MTNs The Interest Amount must be calculated by the Offshore Paying Agent or other person appointed as Calculation Agent by the Issuer and named as such in the relevant MTN Supplement by applying the Interest Rate to the Outstanding Principal Amount of each relevant MTN, multiplying such sum by the relevant Day Count Basis for the relevant Interest Period and rounding the resultant figure to the nearest cent (half a cent being rounded upwards) having regard to the relevant Pricing Convention subject, in all cases, to any specified Minimum Interest Rate or Maximum Interest Rate as maybe specified in the relevant MTN Supplement. The rate determined by the Calculation Agent must be expressed must be expressed as a percentage rate per annum. The relevant MTN Supplement may specify a minimum rate at which the MTNs may bear interest (Minimum Interest Rate). If the Interest Rate determined in accordance with the provisions of this Condition 5.4 is less than the specified Minimum Interest Rate, the Interest Rate shall be such Minimum Interest Rate. page 76

79 The relevant MTN Supplement may specify a maximum interest rate. If the Interest Rate determined in accordance with the provisions of this Condition 4.4 is greater than the maximum rate at which the MTNs bear interest (Maximum Interest Rate), the Interest Rate shall be such Maximum Interest Rate. 4.5 Notification of Interest Rate and Interest Amount in respect of MTNs The Issuer will procure that the Offshore Paying Agent or other person appointed as Calculation Agent by the Issuer and named as such in the relevant MTN Supplement will, if requested in writing by a MTN Holder, notify that MTN Holder of the Interest Rate, the Interest Amount and the relevant Interest Payment Date. In relation to any MTN, the Interest Amount and the Interest Payment Date (but in no event, the Interest Rate) so notified may be subsequently amended (or appropriate alternative arrangements made by the Offshore Paying Agent or other person appointed as Calculation Agent by the Issuer and named as such in the relevant MTN Supplement by way of adjustment) without notice if and to the extent that the Interest Period is extended or shortened. 4.6 Notification, etc to be final Except as provided in Condition 5.5, all notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 5 by the Offshore Paying Agent or other person appointed as Calculation Agent by the Issuer and named as such in the relevant MTN Supplement are (in the absence of manifest error) binding on the Issuer, the Offshore Paying Agent and all MTN Holders of interest bearing MTNs and no liability to those MTN Holders attaches to the Offshore Paying Agent in connection with the exercise or nonexercise by it of its powers, duties and discretions. 4.7 Floating Rate MTNs If the relevant MTN Supplement specifies the Interest Rate applicable to that Tranche of MTNs as being Floating Rate, the Interest Rate applicable to such MTNs during the Interest Period will be one of the following: (c) if BBSW Determination is specified, the Interest Rate for any Floating Rate MTNs for each Interest Period will be the sum of the Margin and the BBSW rate, in each case, as specified in the relevant MTN Supplement; if ISDA Determination is specified, the Interest Rate for any Floating Rate MTNs for each Interest Period will be the ISDA Rate; or if Screen Rate Determination is specified, the Interest Rate for any Floating Rate MTNs for each Interest Period will be the sum of the Margin specified in the relevant MTN Supplement and the Screen Rate. In the event that the Calculation Agent is unable to determine the Interest Rate for any Interest Period, the Interest Rate for such Interest Period will be the Interest Rate applicable to the relevant Floating Rate MTNs for the immediately preceding Interest Period. page 77

80 4.8 Interpolation If the relevant MTN Supplement states that Linear Interpolation applies to an Interest Period, the Calculation Agent will determine the Interest Rate for that Interest Period using straight line interpolation by reference to two BBSW rates, ISDA Rates or Screen Rates or any other floating rate, in each case, as may be specified in the relevant MTN Supplement. The first rate will be determined by the Calculation Agent as if the relevant Interest Period were for a period of time for which rates are available for a length of time immediately shorter to the length of the Interest Period or any alternative period as may be specified in the relevant MTN Supplement. The second rate will be determined by the Calculation Agent as if the relevant Interest Period were for a period of time for which rates are available for a length of time immediately longer to the length of the Interest Period or any alternative period as may be specified in the relevant MTN Supplement. 4.9 Structured MTNs Each interest bearing Structured MTN will bear interest on its Outstanding Principal Amount, or nominal amount (as the case may be) from, and including, its Interest Accrual Date to, but excluding, its Maturity Date at the relevant Interest Rate. Interest is payable in arrear (i) on each Interest Payment Date, or (ii) if no Interest Payment Date is specified in the relevant MTN Supplement, each date which falls the number of months or other period specified as the Specified Period in the relevant MTN Supplement after the preceding Interest Payment Date (or, in the case of the initial Interest Payment Date, after the Interest Accrual Date) Business Days (Fixed Rate MTNs and Zero Coupon MTNs) In the event that any Interest Payment Date or Maturity Date on a Fixed Rate MTN is not a Business Day, interest on such Fixed Rate MTN will be paid on the next succeeding Business Day without any additional interest. (Floating Rate MTNs and Structured MTNs) If a payment is due under a Floating Rate MTN or a Structured MTN on a day which is not a Business Day, the date for payment will be adjusted according to the Business Day Convention applicable to that Floating Rate MTN or Structured MTN Calculation of other amounts If the relevant MTN Supplement specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent must, as soon as practicable after the time at which that amount is to be determined, calculate the amount in the manner specified in the relevant MTN Supplement. page 78

81 5 Redemption and Purchase 5.1 Maturity Unless previously redeemed or purchased and cancelled in accordance with these MTN Terms and Conditions each MTN must be redeemed on its Maturity Date at its Redemption Amount. 5.2 Redemption at the option of the Issuer - Call Option If Issuer Call is specified in the relevant MTN Supplement, the Issuer may opt to redeem the relevant Tranche of MTNs prior to their stated maturity in whole or in part on any Optional Redemption Date at the relevant Optional Redemption Amount by giving not less than 30 nor more than 60 days' notice to the MTN Holders in accordance with Condition 14 (such notice shall be irrevocable). The Issuer may not exercise such option in respect of any MTN which is the subject of prior exercise by any MTN Holder of its option to redeem such instrument in accordance with Condition Partial Redemption (c) (d) If the MTNs are to be redeemed in part only in accordance with Condition 5.2 they shall be redeemed (so far as may be practicable) pro rata to their principal amounts, provided that the amount redeemed in respect of each MTN shall be equal to its minimum denomination or an integral multiple of its minimum denomination subject always to compliance with applicable law and the notice to MTN Holders referred to in Condition 5.2 will, if applicable, specify the serial numbers of the MTNs to be redeemed. In respect of any partial redemption under Condition 5.2, the MTNs to be redeemed (Redeemed MTNs) will be selected individually by lot (in the case of MTNs represented by Definitive MTNs) and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg (in the case of MTNs represented by Global MTNs) not more than 60 days prior to the fixed date for redemption (the Selection Date). Any partial redemption of the MTNs will be reflected (in the case of MTNs represented by Global MTNs) in the records of Euroclear and/or Clearstream, Luxembourg as a reduction in the nominal amount and (in the case of MTNs represented by Definitive MTNs) by the Issuer procuring that the Offshore Paying Agent (in its capacity as principal paying agent) records the reduction in the Outstanding Principal Amount and the new Outstanding Principal Amount in respect of that MTN and the date of such reduction in the schedule to the Definitive MTN upon presentation by the MTN Holder at the specified office of the Offshore Paying Agent. No exchange of a relevant Global MTN will be permitted during the period from, and including, the Selection Date to (and including) the fixed date for redemption pursuant to Condition 5.2, and notice shall be given by the Issuer to all MTN Holders at least five days prior to the Selection Date. page 79

82 5.4 Redemption at the option of MTN Holders - Put Option (c) (d) (e) If the Put Option is specified as being applicable in the relevant MTN Supplement the Issuer shall, at the option of the MTN Holder, redeem such MTN on the date specified in the relevant Put Option Notice at the relevant Optional Redemption Amount together with any interest accrued to such date. A MTN Holder may exercise such option by depositing with the Offshore Paying Agent not less than 45 days before the relevant Optional Redemption Date a completed Put Option Notice in the form obtainable from the Offshore Paying Agent specifying the aggregate principal amount of MTNs to be redeemed which shall be an amount not less than its minimum denomination or an integral multiple of its minimum denomination subject always to compliance with applicable law whereupon the Offshore Paying Agent will deliver a duly a completed Put Option Receipt to the MTN Holder. No Put Option Notice may be withdrawn or cancelled once deposited with the Offshore Paying Agent. However, if, prior to the Optional Redemption Date any such MTN becomes immediately due and payable, the relevant MTN Holder may at its option elect by notice to the Offshore Paying Agent to withdraw the Put Option Notice and instead declare such MTN to be immediately due and payable pursuant to Condition 8. Any partial redemption of the MTNs will be reflected (in the case of MTNs represented by Global MTNs) in the records of Euroclear and/or Clearstream, Luxembourg as a reduction in the nominal amount and (in the case of MTNs represented by Definitive MTNs) by the Issuer procuring that the Offshore Paying Agent (in its capacity as principal paying agent) records the reduction in the Outstanding Principal Amount and the new Outstanding Principal Amount in respect of that MTN and the date of such reduction in the schedule to the Definitive MTN upon presentation by the MTN Holder at the specified office of the Offshore Paying Agent. A MTN Holder may not exercise its right to redeem any MTN which is the subject of an exercise by the Issuer of its option to redeem such MTN under either Condition 5.2 or Condition Redemption for Tax reasons If the Issuer has or will become obliged to pay any Additional Amounts as provided for under Condition 7.2 as a result of any change in, or amendment to the laws, regulations or rulings of the Commonwealth of Australia or The People s Republic of China or any political subdivision or any authority of or in the Commonwealth of Australia or The People s Republic of China, having power to tax, or any change in the application or official interpretation of such laws or regulations (including a ruling by a court of competent jurisdiction), which change becomes effective on or after the date of issue of the first Tranche of the MTNs or any other date specified in the relevant MTN Supplement and the Issuer is still obliged to pay the Additional Amounts despite taking reasonable measures available to it, the Issuer may at its option redeem the MTNs at their Early Termination Amount in whole, but not in page 80

83 part, prior to their stated maturity if it has complied with the requirements of Condition 5.5. The Issuer may exercise the option to redeem MTNs provided for in Condition 5.5: (i) (ii) if a Fixed Rate MTN or Zero Coupon MTN, at any time; or if a Floating Rate MTN or Structured MTN, on any Interest Payment Date, provided that, (A) (B) it has given not less than 30 nor more than 60 days' notice to the MTN Holders that it wishes to redeem the MTNs early in accordance with Condition 14; and prior to it giving such notice, it has delivered to the Offshore Paying Agent: (aa) (bb) a certificate signed by the general manager of the Issuer stating that the Issuer is entitled to effect such redemption and setting out the reasons as to why the right to redeem has occurred; and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. 5.6 Purchase The Issuer may at any time purchase MTNs in the open market or otherwise and at any price. If purchases are made by tender, tenders must be available to all MTN Holders alike. All unmatured MTNs purchased under this Condition 5.6 are not extinguished (unless held beneficially by the Issuer at the Maturity Date) and to the extent held beneficially by the Issuer prior to that Maturity Date may be held, resold or cancelled at the discretion of the Issuer, subject to compliance with all legal and regulatory requirements. 5.7 Cancellation All MTNs redeemed by the Issuer or purchased by or on behalf of the Issuer under Condition 5.6 must be cancelled immediately and may not be reissued or resold. 5.8 Instalment MTNs Each Instalment MTN is partially redeemable in the Instalment Amounts and on the Instalment Dates specified in the relevant MTN Supplement. The principal amount of each Instalment MTN is reduced by the Instalment Amount paid on the related Instalment Date with effect from such date. page 81

84 6 Payments 6.1 Method of payment A payment made by electronic transfer is for all purposes taken to be made when the Issuer or the Offshore Paying Agent gives an irrevocable instruction for the making of that payment by electronic transfer, being an instruction which would be reasonably expected to result, in the ordinary course of banking business, in the relevant funds reaching the account of the MTN Holder on the same day as the day on which the instruction is given. 6.2 Presentation of MTNs, Receipts and Coupons Payments of principal in respect of MTNs represented by Definitive MTNs will (subject as provided below) be made in the manner provided in paragraph above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Definitive MTNs, and payments of interest in respect of MTNs represented by Definitive MTNs will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of the Offshore Paying Agent (in the case of any payments to be made in U.S. dollars, outside the United States (as defined below)). Payments of instalments of principal (if any), other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Definitive MTN. Each Receipt must be presented for payment of the relevant instalment together with the Definitive MTN to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any MTN represented by a Definitive MTN becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate MTNs in definitive form (other than Index Linked MTNs and Instalment MTNs) should be presented for payment together with all unmatured Coupons (except in respect of Zero Coupon MTNs) appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of ten years after the due date in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 11) or, if later, five years from the date on which such Coupon would otherwise have become due. Upon any Fixed Rate MTN becoming due and repayable prior to its Maturity Date, all unmatured Receipts and Talons (if any) appertaining thereto will become void and no payments in respect of any such Receipts and no further Coupons in respect of any such Talons will be made or issued, as the case may be. page 82

85 Upon the date on which any Floating Rate MTNs or Index Linked MTNs represented by Definitive MTNs become due and repayable, unmatured Receipts, Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. Where any such MTN is presented for redemption without all unmatured Receipts, Coupons or Talons relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require. If the due date for redemption of any MTN represented by is not an Interest Payment Date, interest (if any) accrued in respect of such Bearer from (and including) the preceding Interest Payment Date or, as the case may be, the Issue Date shall be payable only against surrender of the relevant definitive Note. Payments of principal and interest (if any) in respect of MTNs represented by any Global MTN will (subject as provided below) be made in the manner specified above in relation to Definitive MTNs and otherwise in the manner specified in the relevant Global MTN against presentation or surrender, as the case may be, of such Global MTN at the specified office of the Offshore Paying Agent. A record of each payment made against presentation or surrender of such Global MTN, distinguishing between any payment of principal and any payment of interest, will be made on such Global MTN by the Offshore Paying Agent and such record shall be prima facie evidence that the payment in question has been made. The holder of a Global MTN shall be the only person entitled to receive payments in respect of MTNs represented by such Global MTN and the Issuer will be discharged by payment to, or to the order of, the holder of such Global MTN in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of MTNs represented by such Global MTN must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such MTN. No person other than the holder of such MTN shall have any claim against the Issuer in respect of any payments due on that MTN. Business Days: If a payment is due under any MTN on a day which is not a Business Day the date for payment will be adjusted according to the Business Day Convention applicable to that MTN. If payment is to be made to an account on a Business Day on which banks are not open for general banking business in the city in which the account is located, the MTN Holder is not entitled to payment of such amount until the next Business Day on which banks in such city are open for general banking business and is not entitled to any interest or other payment in respect of any such delay. 6.3 Payments subject to fiscal laws All payments are subject to Condition 6 and to any applicable fiscal or other laws and regulations. page 83

86 6.4 Offshore Paying Agent The Bank of New York Mellon, London Branch shall be the initial Offshore Paying Agent. 6.5 Variation or termination of Paying Agents The Issuer is entitled to vary or terminate the appointment of the Offshore Paying Agent and to appoint a new Offshore Paying Agent and approve any change in the specified office through which the Offshore Paying Agent acts, provided that there will at all times be an Offshore Paying Agent. 6.6 Notice of Change Notice of any such change or change in the specified office of the Offshore Paying Agent will be given to MTN Holders in accordance with Condition Taxation 7.1 Payments made free and clear Payments in respect of the MTNs are subject in all cases to applicable provisions of fiscal and other laws and regulations. All payments under the MTNs must be made free and clear of, and without withholding or deduction for, or by reference to, any present or future taxes, duties, assessments or governmental charges of any Government Agency of the Commonwealth of Australia or The People s Republic of China, or in the case of either jurisdiction, or any jurisdiction or any political subdivision or taxing authority in it unless such withholding or deduction is required by law. 7.2 Additional payments If the Issuer is required under a law to make a withholding or deduction in respect of Tax from any payment under the MTNs it shall withhold or deduct the amount for the Tax and promptly pay the relevant MTN Holder on the due date for payment such additional amounts (Additional Amounts) as may be necessary so that the relevant MTN Holder receives a net amount (after allowance for any further deduction) equal to the amount it would have received if no deduction had been made. The Issuer shall indemnify that MTN Holder against such Tax and any amounts recoverable from that MTN Holder in respect of that Tax except that no Additional Amounts shall be payable under this Condition 7.2: to, or to a third party on behalf of, a MTN Holder who is liable to such Taxes in respect of any MTN by reason of the MTN Holder having some connection with the Commonwealth of Australia (or a political subdivision of it) other than the mere holding of such MTN or receipt of payment (whether in respect of principal, redemption amount, interest or otherwise) in respect of it; to, or to a third party on behalf of, a MTN Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or similar cause for page 84

87 exemption to any tax authority in the place where payment under the MTN is made; (c) (d) (e) (f) (g) (h) (i) where the MTN is presented for payment more than 30 days after the due date except to the extent that a MTN Holder would have been entitled to Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such is in fact the case, that day to have been a Business Day; to, or to a third party on behalf of, a MTN Holder who is liable to the Taxes in respect of the MTN by reason of the MTN Holder being an associate of the Issuer within the meaning of section 128F(9) of the Tax Act; to, or to a third party on behalf of, the MTN Holder who is an Offshore Associate of the Issuer if, and to the extent that, the Tax Act requires withholding tax to be paid in respect of interest, as defined in the Tax Act, payable in respect of the MTN which would not otherwise be payable were the MTN Holder not an Offshore Associate of the Issuer; to, or to a third party on behalf of an Australian resident MTN Holder or a nonresident MTN Holder carrying on business in Australia at or through a permanent establishment of the non-resident in Australia (i) if that person has not supplied an Australian business number, a tax file number or exemption details as may be necessary to enable the payment to be made without such withholding or deduction, or (ii) if, and to the extent that, section 126 of the Tax Act (or any equivalent provisions) requires the Issuer to pay income tax in respect of interest payable on any MTN and the income tax would not be payable were the bearer not such a resident of Australia or non-resident; where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, European Council Directive 2003/481EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 2000 on the taxation of savings income; to, or to a third party on behalf of, a MTN Holder who is liable to such Taxes in The People's Republic of China for the holding of such MTN or receipt of payment (whether in respect of principal, redemption amount, interest or otherwise); or in such other circumstances as may be specified in the relevant MTN Supplement. 8 Events of Default 8.1 Events of Default in respect of MTNs Each of the following is an Event of Default in relation to MTNs (whether or not it is in the control of the Issuer): (Payment default) The Issuer fails: page 85

88 (i) (ii) (iii) within 2 Business Days after the due date, to pay the principal amount of any MTN; within 5 Business Days after the due date, to pay any amount of interest on any MTN; or to comply with any of its other obligations under the MTNs (other than an obligation for the payment of any amount due in respect of the MTNs), and that default is incapable of remedy or, if capable of remedy, is not remedied within 20 Business Days after notice requiring such default to be remedied has been given to the Issuer. (Cross default) Any indebtedness for borrowed money of the Issuer which in aggregate exceeds USD 25,000,000 or its equivalent: (i) (ii) is not paid when due (or within an applicable grace period); or becomes due and payable before its stated maturity because an event of default (however described) is subsisting, and, in each case, is not being contested in good faith by the Issuer and is not cured or otherwise made good within 10 Business Days after notice of such event of default has been given to the Issuer by the relevant MTN Holder. (c) (Administration, winding up, arrangements, insolvency etc) (i) (ii) An administrator of the Issuer is appointed. Except for the purpose of a solvent reconstruction or amalgamation previously approved by the Majority MTN Holders: (A) (B) an application or an order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting, an application to a court or other steps are taken for the winding up, dissolution or administration of the Issuer (other than frivolous or vexatious applications, proceedings, notices and steps); or the Issuer ceases, suspends or threatens to cease or suspend the conduct of all or substantially all of its business or disposes of or threatens to dispose of substantially all of its assets. (iii) The Issuer: (A) (B) is, or under legislation is presumed or taken to be, insolvent (other than as the result of a failure to pay a debt or claim the subject of a good faith dispute); or stops or suspends or threatens to stop or suspend payment of all or a class of its debts. page 86

89 (d) (Enforcement against assets) A: (i) (ii) (iii) receiver, receiver and manager, administrative receiver or similar officer is appointed to; Security Interest is enforced over; or distress, attachment or other execution is levied or enforced over, all or any of the assets and undertaking of the Issuer. (e) (Analogous process) Anything analogous to anything referred to in paragraphs (c) and (d), or having substantially similar effect, occurs with respect to the Issuer under any relevant overseas law or any law which commences or is amended after the date of these Bearer MTN Terms and Conditions and any such occurrence is not discontinued within a period of 30 days. 8.2 Consequences of an Event of Default If any Event of Default subsists in relation to a MTN of any Series, each MTN held by a MTN Holder is due and payable immediately. 8.3 Rectification A MTN Holder s right under Condition 8.2 to declare MTNs due, terminates if the situation giving cause to it has been cured before such right is exercised. 9 Replacement of Definitive MTNs, Receipts, Coupons and Talons Should any Definitive MTN, Receipt, Coupon or Talon be lost, mutilated, defaced or destroyed, it may be replaced at the specified office of the Offshore Paying Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Definitive MTNs, Receipts, Coupons or Talons must be surrendered to the Offshore Paying Agent before replacements will be issued. 10 Exchange of Talons On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet attached to a Definitive MTN matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Offshore Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for payment of interest due in respect of the MTN to which it appertains) a further Talon, subject to the provisions of Condition 9. Each Talon shall, for the purposes of these Conditions, be deemed to mature on the Interest Payment Date on which the final Coupon comprised in the relevant Coupon sheet matures. page 87

90 11 Prescription 11.1 Time limit A claim against the Issuer for payment under any MTN is void unless made within five years of the due date for that payment in the case of either principal or interest Discharge of Issuer The Issuer is discharged from its obligation to make a payment in respect of any MTN to the extent that a cheque which has been duly sent to the relevant MTN Holder in accordance with Condition 6.2, in Australian dollars or in any other alternative currency in which the relevant MTNs were denominated remains uncashed at the end of the period of five years from the Maturity Date. 12 Amendments Each of the Offshore Issue and Paying Agency Agreement, the MTN Terms and Conditions and the relevant MTN Supplement may be amended, without the consent of any MTN Holder: (i) (ii) for the purposes of curing any ambiguity, or correcting or supplementing any defective or inconsistent provisions; or in any other manner which the Issuer and the Offshore Paying Agent and the deem necessary or desirable, and, in each case, which does not materially adversely affect the interests of the MTN Holders. (c) Each of the Offshore Issue and Paying Agency Agreement, the MTN Terms and Conditions and the relevant MTN Supplement may otherwise be varied with the approval of the Majority MTN Holders by resolution unless the variation affects timing or amount of payments, extends the Maturity Date or changes the Interest Rate in which case the approval of the Super Majority MTN Holders is required. Any such modification or amendment shall be binding on the MTN Holders and any such modification or amendment shall be notified to the MTN Holders in accordance with Condition 14 as soon as practicable after it has been made. 13 Further Issues The Issuer may from time to time and without the consent of the MTN Holders create and issue further MTNs or securities or other similar instruments. The Issuer may issue further MTNs so as to form a single Series with any Tranche of MTNs. page 88

91 14 Notices 14.1 Notices to the Issuer and the Offshore Paying Agent A notice or other communication to the Issuer and the Offshore Paying Agent in connection with a MTN must be in writing and may be sent by prepaid post or delivered to the address of the addressee, or by facsimile to the facsimile number of the addressee, specified in the section entitled Directory in the Information Memorandum or as otherwise agreed between those parties from time to time and notified by them to the MTN Holders Notices to MTN Holders All notices regarding the MTNs shall be published (i) in at least one daily newspaper having general circulation in the English language, which is expected to be the Financial Times or, if such newspaper shall cease to be published or publication shall not be practicable in respect of the relevant jurisdiction, in such English language newspaper or newspapers as the Issuer shall determine having a general circulation in the relevant jurisdiction. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. Until such time as any Definitive MTNs are issued, there may, so long as the Global MTN(s) is or are held in its or their entirety on behalf of Euroclear and Clearstream, Luxembourg, be substituted for publication in some or all of the newspapers referred to above, the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg for communication by them to the holders of the MTNs. Any such notice shall be deemed to have been given to the holders of the MTNs on the seventh day after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg. Notices to be given by any holder of the MTNs shall be in writing and given by lodging the same, together (in the case of any MTN in definitive form) with the relative MTNs, with the Offshore Paying Agent. Whilst any of the MTNs are represented by a Global MTN, such notice may be given by any holder of a MTN to the Offshore Paying Agent via Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Offshore Paying Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose Time when notice deemed effective Unless a later time is specified in it a notice consent or other communication takes effect from the time it is received except where it is received after 5.00pm in the place of receipt or on a non-business Day in that place in which case it will be taken to have been received at 9.00am on the next succeeding Business Day in that place. Any notice published in a newspaper will be deemed to have been given on the date of first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. page 89

92 15 Meetings of MTN Holders Meetings of MTN Holders may be convened in accordance with the Meeting Provisions. Any such meeting may consider any matters affecting the interests of MTN Holders, including, without limitation, the variation of the terms of the MTNs to the Issuer and the granting of approvals, consents and waivers, and the declaration of an Event of Default. 16 Governing law and jurisdiction 16.1 Governing law The MTNs, and any non-contractual obligations arising under them, are governed by the law in force in England and Wales Jurisdiction The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of England and Wales and courts of appeal from them. The Issuer waives any right it has to object to an action being brought in those courts, to claim that such action has been brought in an inconvenient forum, or to claim those courts do not have jurisdiction. page 90

93 Form of STN Supplement Set out below is the form of STN Supplement which will be completed for each Tranche of STNs under the Programme [Insert Date] Industrial and Commercial Bank of China Limited, Sydney Branch (ABN ) USD 15,000,000,000 Debt Issuance Programme Issue of [Aggregate Principal Amount of Tranche] [Title of STNs being issued] The Issuer is a foreign Authorised Deposit-Taking Institution which is authorised under the Banking Act 1959 of the Commonwealth of Australia to carry on banking business in Australia and is subject to prudential supervision as a foreign Authorised Deposit-Taking Institution by the Australian Prudential Regulation Authority. This document constitutes the STN Supplement (as referred to in the Information Memorandum in relation to the above Programme) relating to the issue of STNs referred to above. Terms used in this STN Supplement are deemed to be defined as such for the purposes of the STN Terms and Conditions set forth in the Information Memorandum dated [*]. This STN Supplement is supplemental to and must be read in conjunction with such Information Memorandum. This STN Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the STNs or the distribution of this STN Supplement in any jurisdiction where such action is required. The STNs have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act). The STNs may not be offered, sold or delivered within the United States or to or for the account of U.S. persons unless they have been registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and any applicable U.S. tax law requirements have been satisfied. For a description of certain restrictions on offers and sales of STNs and on distribution of this STN Supplement and the Information Memorandum, see the section of the Information Memorandum entitled Selling Restrictions. page 91

94 [Include whichever of the following apply or specify as Not Applicable. Note that the numbering should remain as set out below, even if Not Applicable is indicated for individual paragraphs or sub-paragraphs.] The particulars to be specified in relation to the Tranche of STNs referred to above are as follows: 1 Issuer: Industrial and Commercial Bank of China Limited, Sydney Branch (ABN ) 2 Series Number: [Specify] Tranche Number: [Specify] 3 [Issue Date/Deposit Date]: [Specify] 4 Maturity Date: [Fixed Rate specify date/floating Rate Interest Payment Date falling in or nearest to [specify month]] 5 Issue Price: [*] per cent. of the Aggregate Principal Amount [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)] 6 Aggregate Principal Amount of Tranche: Series: [A$[*]] Tranche: [A$[*]] 7 Currency of Denomination and Payment: [Australian dollars/specify other] 8 Denomination(s): [A$200,000/specify other] 9 Type of STNs: [Fixed Rate STNs/Floating Rate STNs/specify other] PROVISIONS RELATING TO INTEREST 10 Fixed Rate STN Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) Interest Rate: [*] per cent. per annum payable annually in arrear to (but excluding) [insert maturity date or other applicable date] page 92

95 Interest Accrual Date: [Issue Date/Deposit Date/Specify other] (c) Interest Payment Dates: [[Specify] in each year, commencing on [*] up to and including the Maturity Date/specify other] (d) Fixed Interest Amount(s): [*] per [*] in principal amount (e) Broken Amount(s): [Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Interest Amount/Not Applicable] (f) Applicable Business Day Convention: [Specify. If nothing is specified, the Following Business Day Convention will apply] for Interest Payment Dates: [Specify] any other date: [Specify] (g) Definition of Business Day: [As per STN Terms and Conditions/Specify any additional places or days] (h) Day Count Basis: [Specify] (i) Pricing Convention: [Specify] (j) Additional Business Centre(s): [Specify/Not Applicable] (k) Other terms relating to the method of calculating interest for Fixed Rate STNs: [Not Applicable/specify] 11 Floating Rate STN Provisions: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) Interest Accrual Date: [Issue Date/Deposit Date/Specify other date] Interest Rate: [Specify] (c) Margin: [+/- [*] per cent. per annum] (d) Interest Payment Dates: [*] in each year, commencing on [*] (e) Business Day Convention: [Specify/No Adjustment/Other] (f) Additional business centre(s): [Not Applicable/Specify] page 93

96 (g) Day Count Basis: [Specify] (h) Party responsible for calculating Interest Rate and Interest Amount: [Specify] 12 Other terms relating to calculation of interest of STNs: [Specify] PROVISIONS RELATING TO REDEMPTION 13 Redemption Amounts: [Outstanding Principal Amount/Specify] GENERAL PROVISIONS 14 Additional Selling Restrictions: [Not Applicable/Specify any modifications of or additions to selling restrictions contained in Dealer Agreement/Information Memorandum] 15 Clearing System: [Austraclear / Austraclear, Euroclear and Clearstream] 16 Minimum transferable principal amount: [Specify] 17 STN Terms and Conditions: STN Terms and Conditions set out in the Information Memorandum dated [*] 18 Other terms or special conditions: [Not Applicable/Specify any variations/additions/deletions to the Terms and Conditions] 19 Austraclear Code: [Specify] 20 ISIN: [Specify] 21 Common Code: [Not Applicable/Specify] 22 Registrar: BTA Institutional Services Australia Limited (ABN ) 23 Calculation Agent: BTA Institutional Services Australia Limited (ABN )/specify other as appointed pursuant to the Calculation Agency Agreement dated [*]] page 94

97 CONFIRMED Date: Signed by INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, SYDNEY BRANCH by: Signature of General Manager Signature of Class A Signatory Name of General Manager (print) Name of Class A Signatory (print) page 95

98 Form of MTN Supplement Set out below is the form of MTN Supplement which will be completed for each Tranche of MTNs under the Programme [Insert Date] Industrial and Commercial Bank of China Limited, Sydney Branch (ABN ) USD 15,000,000,000 Debt Issuance Programme Issue of [Aggregate Principal Amount of Tranche] [Title of MTNs being issued] The Issuer is a foreign Authorised Deposit-Taking Institution which is authorised under the Banking Act 1959 of the Commonwealth of Australia to carry on banking business in Australia and is subject to prudential supervision as a foreign Authorised Deposit-Taking Institution by the Australian Prudential Regulation Authority. This document constitutes the MTN Supplement (as referred to in the Information Memorandum in relation to the above Programme) relating to the issue of MTNs referred to above. Terms used in this MTN Supplement are deemed to be defined as such for the purposes of the MTN Terms and Conditions set forth in the Information Memorandum dated [*]. This MTN Supplement is supplemental to and must be read in conjunction with such Information Memorandum. This MTN Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the MTNs or the distribution of this MTN Supplement in any jurisdiction where such action is required. The MTNs have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act). The MTNs may not be offered, sold or delivered within the United States or to or for the account of U.S. persons unless they have been registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and any applicable U.S. tax law requirements have been satisfied. For a description of certain restrictions on offers and sales of MTNs and on distribution of this MTN Supplement and the Information Memorandum, see the section of the Information Memorandum entitled Selling Restrictions. page 96