Investment Statement for Registered Certificates of Deposit

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Investment Statement for Registered Certificates of Deposit This is an Investment Statement for the purpose of the Securities Act 1978 for registered

1 Investment Statement for Registered Certificates of Deposit This is an Investment Statement for the purpose of the Securities Act 1978 for registered certificates of deposits (RCDs) issued by Westpac New Zealand Limited (Westpac NZ) from time to time. This Investment Statement is prepared as at 4 August 2011.

2 Important information (The information in this section is required under the Securities Act 1978.) Investment decisions are very important. They often have long term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself. Choosing an investment When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below: Page What sort of investment is this? 1 Who is involved in providing it for me? 1 How much do I pay? 2 What are the charges? 3 What returns will I get? 3 What are my risks? 6 Can the investment be altered? 7 How do I cash in my investment? 8 Who do I contact with inquiries about my investment? 9 Is there anyone to whom I can complain if I have problems with the investment? 9 What other information can I obtain about this investment? 10 In addition to the information in this document, important information can be found in the current Disclosure Statement for Westpac NZ. You are entitled to a copy of that disclosure statement on request to any branch of Westpac NZ, free of charge. The Financial Markets Authority regulates conduct in financial markets The Financial Markets Authority regulates conduct in New Zealand s financial markets. The Financial Markets Authority s main objective is to promote and facilitate the development of fair, efficient, and transparent financial markets. For more information about investing, go to Important notice The purpose of this Investment Statement is to provide certain key information that is likely to assist a prudent but non-expert person to decide whether or not to subscribe for, or acquire, the RCDs. Other important information Investors should note that further information is available in Westpac NZ s current Disclosure Statement and in the Deed Poll (as defined in the section What sort of investment is this? below) (pursuant to which the RCDs are issued). Copies of Westpac NZ s current Disclosure Statement may be obtained from any branch of Westpac NZ or on Westpac NZ s website at following the link Disclosure Statements which is located at the bottom left corner of the homepage. Copies of the Deed Poll may be obtained free of charge from the Treasurer, Westpac New Zealand Limited, at Westpac on Takutai Square, 53 Galway Street, Auckland 1010 or PO Box 934, Shortland Street, Auckland, RCDs are offered to the public in New Zealand only The RCDs offered pursuant to this Investment Statement are not offered, and this Investment Statement does not constitute an offer of RCDs, to the public in any jurisdiction other than New Zealand. No action has been taken, or will be taken, by Westpac NZ which would permit a public offering of the RCDs, or possession or distribution of any offering material, in any country or jurisdiction where action for that purpose is required (other than New Zealand). No person may purchase, offer, sell, distribute or deliver any RCDs offered pursuant to this Investment Statement, or have in their possession or distribute to any person any offering material (including this Investment Statement) or any documents in connection with the RCDs offered pursuant to this Investment Statement, to any person in any jurisdiction other than in compliance with all applicable laws and regulations. Any person or entity applying for RCDs is deemed to represent that they are not in a jurisdiction which prohibits the making of an offer of this kind and are not acting for a person in such a jurisdiction. Under the Deed Poll (as defined in the section What sort of investment is this? below) each holder of RCDs indemnifies Westpac NZ in respect of any loss incurred as a result of that holder breaching the above selling restrictions.

3 What sort of investment is this? RCDs are debt securities offered for a fixed term with a fixed rate of interest payable on maturity. RCDs are constituted by and issued under a Deed Poll constituting Registered Certificates of Deposit and other Treasury Instruments dated 1 November 2006 (as amended and varied from time to time) given by Westpac NZ (the Deed Poll ). Who is involved in providing it for me? The issuer is Westpac New Zealand Limited (Westpac NZ), whose principal place of business is at Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand. Westpac NZ s contact address is Westpac on Takutai Square, 53 Galway Street, Auckland 1010 or PO Box 934, Shortland Street, Auckland These addresses may change from time to time without notice to holders of RCDs. Details of the address of Westpac NZ is available online at Westpac has a longstanding commitment to New Zealand dating from 1861, when it commenced operating the Bank of New South Wales. Corporation, which is incorporated in Australia. The RCDs are not liabilities of or deposits with Westpac Banking Corporation and are not guaranteed by Westpac Banking Corporation. Westpac NZ is a registered bank under the Reserve Bank of New Zealand Act Westpac NZ provides a full range of financial services for retail and business banking customers, including home and business lending. As at the date of this Investment Statement, the directors of Westpac NZ are as follows: The directors may change from time to time without notice to you. See the Companies Office website at for details. Westpac conducts its New Zealand banking business through two banks in New Zealand: Westpac NZ which is incorporated in New Zealand; and the New Zealand Branch of Westpac Banking Peter David Wilson (Chairman) Philip Matthew Coffey George Frazis Christopher John David Moller Janice Amelia Dawson Ralph Graham Waters Westpac NZ Investment Statement for Registered Certificates of Deposits 1

4 How much do I pay? You may invest any sum of $100,000 or more in RCDs, although sums of less than $100,000 may be accepted by Westpac NZ as a minimum investment in RCDs at Westpac NZ s discretion. Payment for RCDs shall be made in full to Westpac NZ at the time the investment in RCDs is made, and is to be paid in the manner agreed between you and Westpac NZ. 2 Westpac NZ Investment Statement for Registered Certificates of Deposits

5 What are the charges? Westpac NZ does not charge you any fees or commission on your initial investment in RCDs. A fee or commission may be charged if RCDs are purchased or sold on the secondary market. Westpac NZ takes no responsibility for the pricing actions of other secondary market participants (including any financial adviser through whom you purchase the RCDs), and any fee or commission is to be directly negotiated between you and the relevant secondary market participant. What returns will I get? The returns you will receive will depend on the fixed interest rate agreed between you and Westpac NZ for your RCDs, the term of your RCDs and any taxes applicable to your investment. The amount of the returns you may receive are not quantifiable at the date of this Investment Statement, and therefore cannot be promised by Westpac NZ. Interest is paid by Westpac NZ on the sum invested, at the fixed rate agreed with Westpac NZ for your RCDs on the day you make your investment, and is payable into any bank account nominated by you on maturity of the RCDs, along with the principal. Alternatively, on maturity of your RCDs, you may choose to have the interest reinvested with your original principal into further RCDs. If the maturity date for your RCDs is a non-business day the payment will be made on the next day which is a business day but the amount paid will not be adjusted. Your return may be affected by interest rate risk or the market value if you elect to sell your RCDs before maturity (as described under the heading What are my risks? ). Interest will be paid on RCDs to the person who is the registered holder of the RCDs at the relevant record date for those RCDs as recorded in the register for the RCDs. Westpac NZ is legally liable to pay you the returns on the RCDs. The RCDs are not guaranteed by any member of the Westpac Banking Corporation group. Westpac NZ Investment Statement for Registered Certificates of Deposits 3

6 New Zealand taxation The return on RCDs will be affected by taxes. If a law requires Westpac NZ to deduct an amount in respect of taxes from a payment under any RCD, such that the holder of the RCD would not actually receive on the due date the full amount provided for under the RCD, then Westpac NZ will deduct the amount and pay it to the relevant authority. Under the Deed Poll, each holder of RCDs indemnifies Westpac NZ in respect of any tax which Westpac NZ becomes liable to pay on behalf of that holder. Westpac NZ may deduct any indemnity payment from future amounts payable. Further information relating to tax is set out below. However, it does not constitute taxation advice to any holder of RCDs, nor does it purport to be a complete summary of New Zealand tax law and practice currently applicable. Taxation laws are subject to change, and such changes may materially affect your tax position with respect to an investment in the RCDs. You should obtain your own independent financial and taxation advice before deciding to invest in RCDs. In particular, you should consult your tax advisor in relation to your tax residency and status or the effect of any relevant tax legislation on your investment. Resident Withholding Tax Resident withholding tax ( RWT ) will be deducted from the gross amount of interest (or payments deemed by law to be interest) paid to you in accordance with the provisions of the Income Tax Act 2007 ( Tax Act ), where RWT is required to be deducted. The RWT rate depends on the nature of the holder of the RCD, whether you have provided your IRD number to the Registrar and (where an IRD number has been provided) any election made by you. Current RWT rates can be found at RWT will not be deducted by Westpac NZ where you provide an original or certified copy of an appropriate RWT exemption certificate at least 10 business days prior to the record date for the relevant payment. Non-Resident Withholding Tax If at any time an RCD is held by a holder who is not New Zealand tax resident or engaged in business through a fixed establishment (as defined in the Tax Act) in New Zealand ( Non-resident Holder ), non-resident withholding tax ( NRWT ) will be deducted, where appropriate, at the rate required by law from payments made to such holder. The NRWT rate payable varies depending on any double-tax agreement between New Zealand and the holder s country of residence. Current NRWT rates can be found at However, if a Non-resident Holder derives interest under RCDs jointly with a person who is resident in New Zealand for tax purposes, then NRWT is deducted at the applicable RWT rates. Where a non-resident who is not the holder is beneficially entitled to interest under an RCD, the holder of the RCD should consult their own taxation advisers about their withholding obligations. If Westpac NZ is lawfully able to pay approved issuer levy ( AIL ) (as defined in section 86F of the Stamp and Cheque Duties Act 1971) in respect of any payment of interest (or deemed interest) to a Nonresident Holder, then, unless requested otherwise by the holder in writing and agreed to by Westpac NZ, Westpac NZ will pay the AIL to the appropriate governmental authority and will deduct the amount paid from the interest (or deemed interest) payable to that Non-resident Holder in lieu of deducting NRWT at the rate otherwise applicable from that payment. Gains on Disposal Under the financial arrangements rules, gains on the sale of RCDs will be taxable to Resident Holders. Non-resident Holders may also be subject to tax on such gains. Holders of RCDs should consult their own taxation advisers about the effect of taxes on their investment in any RCDs. Recognition of Income under the Accrual Rules Holders of RCDs that are not a cash basis person (as defined in the Tax Act) may be required to spread income and expenditure over the term of the RCDs. Such holders should consult their own taxation advisers about the effect of taxes on their investment in any RCDs. No Gross-up/Maximum Rate Without limiting the above: Westpac NZ will not be required to and will not make any additional payment by way of gross-up or otherwise with 4 Westpac NZ Investment Statement for Registered Certificates of Deposits

7 respect to the deduction or withholding from any payment made in respect of the RCDs in respect of taxation (including AIL); where applicable, deductions of NRWT or RWT will be made at the maximum rate from time to time applicable unless a holder of RCDs provides Westpac NZ with evidence that a lesser rate is applicable. Westpac NZ Investment Statement for Registered Certificates of Deposits 5

8 What are my risks? RCDs are an unsecured investment. The principal risk of you not being able to recover in full your principal investment, or not receiving in full the returns set out under the heading What returns will I get? is that Westpac NZ may become insolvent for any reason, may be placed in receivership, voluntary administration, liquidation or statutory management, or otherwise may be unable to and/or fail to make any payment. In that event: you might not recover all your principal investment or receive the agreed returns; you will not be liable to pay any further amounts to Westpac NZ or any other person in respect of your RCDs; you will not be entitled to any payment of principal or interest on your RCDs until all secured creditors and those creditors preferred by law have been paid in full; your claim as a holder of RCDs will rank equally with all other unsecured, unsubordinated creditors of Westpac NZ and ahead of Westpac NZ s shareholders and subordinated creditors. Should a statutory manager be appointed to Westpac NZ the ranking of your claim as a holder of RCDs would be determined by the statutory manager in accordance with the relevant statutory framework. If you sell your RCDs before maturity (as described under the heading How do I cash in my investment? below), the price you obtain for them may be different to the price you paid to purchase them. This is because changes in market interest rates or other market factors can affect the market value of your RCDs. For instance, if market rates go up, the market value of your RCDs may go down or vice versa. This loss or gain arises from the effect of a change in underlying market interest rates on the value of your investment (over which Westpac NZ has no control). The price at which you may be able to sell your RCDs may also be affected by a deterioration, whether real or perceived, in Westpac NZ s credit worthiness (including a downgrade of its credit rating), or the lack of an established market or demand for the RCDs. 6 Westpac NZ Investment Statement for Registered Certificates of Deposits

9 Can the investment be altered? RCDs are issued subject to the terms and conditions set out in the Deed Poll, the terms and conditions set out in this Investment Statement, which in each case, you are deemed to agree to when you make your investment in RCDs, together with such other terms and conditions as may be agreed between you and Westpac NZ when you make your investment in RCDs. Except as provided below, Westpac NZ has no right to amend the Deed Poll while any RCDs or other instruments constituted by and issued under the Deed Poll are outstanding. The Deed Poll permits certain conditions of, and procedures relating to, the RCDs to be amended by Westpac NZ without the consent of the holders of RCDs in certain circumstances, including if such amendment: is required to comply with any requirements of any applicable law; or is an appropriate and reasonable amendment in all the circumstances (including where it is necessary or convenient for complying with the practice of New Zealand financial markets), provided that in Westpac NZ s opinion such amendment will not have a material adverse effect on Westpac NZ or become materially prejudicial to the general interest of holders of RCDs. Other than as specified above, the terms of the RCDs held by you can only be changed by agreement between you and Westpac NZ. is required to correct a manifest error or is of a formal, technical or administrative nature; or Westpac NZ Investment Statement for Registered Certificates of Deposits 7

10 How do I cash in my investment? The principal sum and interest is paid to you by Westpac NZ on maturity of the RCDs. You can only have the investment repaid before the end of the fixed term if: prior to the maturity of your RCDs, you sell all or part of your RCDs to a person who is willing to purchase them, subject to the terms and conditions of the RCDs and applicable securities laws and regulations; or one of the events of default listed in the Deed Poll occurs. You should note that if RCDs are sold or transferred after the relevant record date for the payment of interest on that RCD then the person selling or transferring the RCDs will receive the interest on maturity of the RCDs (see above under What returns will I get? for further information). In the opinion of Westpac NZ there is an established market for the sale of RCDs. You should note that charges may apply on any transfer, as mentioned under the heading What are the charges? 8 Westpac NZ Investment Statement for Registered Certificates of Deposits

11 Who do I contact with inquiries about my investment? Inquiries about the RCDs may be made to your usual contact at Westpac NZ or by contacting the Treasurer, Westpac New Zealand Limited, at Westpac on Takutai Square, 53 Galway Street, Auckland 1010 or PO Box 934, Shortland Street, Auckland, Telephone: (09) Facsimile: (09) The principal place of business of Westpac NZ is set out in the section Who is involved in providing it for me?. Is there anyone to whom I can complain if I have problems with the investment? Any complaints about the RCDs may be made to your usual contact at Westpac NZ or by contacting the Treasurer, Westpac New Zealand Limited, at Westpac on Takutai Square, 53 Galway Street, Auckland 1010 or PO Box 934, Shortland Street, Auckland, Telephone: (09) Facsimile: (09) response to your complaint. The Banking Ombudsman is an approved dispute resolution scheme, of which Westpac NZ is a member. The Banking Ombudsman may be contacted by writing to Banking Ombudsman, Freepost , PO Box , The Terrace,Wellington 6143 or calling or by to help@bankomb.org.nz. The principal place of business of Westpac NZ is set out in the section Who is involved in providing it for me? Westpac NZ subscribes to the New Zealand Bankers Association Code of Banking Practice, which sets out the minimum standards for resolving complaints. In addition, you may refer a complaint to the Office of the Banking Ombudsman for independent review if you are dissatisfied with Westpac NZ s Westpac NZ Investment Statement for Registered Certificates of Deposits 9

12 What other information can I obtain about this investment? Further information about the RCDs and about Westpac NZ as issuer of the investment is contained in the following documents which can be requested, free of charge, by calling your usual contact at Westpac NZ or by contacting the Treasurer, Westpac New Zealand Limited, at Westpac on Takutai, 53 Galway Street, Auckland 1010, PO Box 934, Shortland Street, Auckland 1140 or on (09) This information may take five business days to get to you: Westpac NZ s most recent Disclosure Statement issued pursuant to section 81 of the Reserve Bank of New Zealand Act 1989 including financial statements; Westpac NZ s customer information brochures; the New Zealand Bankers Association Code of Banking Practice; the Deed Poll (incorporating or together with all amendments to that deed); and further copies of this Investment Statement. A copy of Westpac NZ s most recent financial statements that have been registered under the Financial Reporting Act 1993 (together with all documents required to be registered with those financial statements) is filed with the Companies Office, Business and Registry Branch, Ministry of Economic Development which can be inspected on its website at or (on payment of the relevant fee) by telephoning the Ministry of Economic Development Business Service Centre on at any time during normal business hours. Westpac NZ will send you a confirmation in respect of your RCDs shortly after it is made, unless you advise Westpac NZ that you do not wish to receive such a confirmation. A withholding tax certificate will be sent to you each year during the term of your RCDs. Privacy Act 1993 Westpac NZ collects and holds personal information about applicants for RCDs for administration purposes and making them aware of the full range of financial services provided by Westpac NZ and any entity within the Westpac Banking Corporation group. You may request access to any personal information Westpac NZ holds about you by calling between 7am and 11pm, seven days a week. You may also ask us to correct any personal information Westpac NZ holds about you. Depending on the nature of the request, Westpac NZ may impose a charge for providing you with or correcting any personal information. 10 Westpac NZ Investment Statement for Registered Certificates of Deposits

14 Westpac New Zealand Limited JN2533

Investment Statement for Medium Term Notes

Investment Statement for Medium Term Notes This is an Investment Statement for the purpose of the Securities Act 1978 for Medium Term Notes issued by Westpac New Zealand Limited ( Westpac NZ, us, we or