(1) Westpac and every person acting on its behalf are exempted from sections 37 and 37A of the Act in respect of ordinary shares.

(2) The exemption is subject to the condition that the NZ Class Shares are allotted in accordance with a registered prospectus that contains particulars of all material matters relating to the ordinary shares.

(3) The exemption is subject to the further condition that the registered prospectus and investment statement relating to the NZ Class Shares state—

• (a) that the following information will be sent, in every calendar year, to each registered holder of NZ Class Shares:

  • (i) a summary of the principal terms on which the NZ Class Shares have been allotted; and

  • (ii) a summary of the relationship of the NZ Class Shares with the ordinary shares; and

  • (iii) a summary of the principal terms of the exchange deed; and

  • (iv) a reference to the registered prospectus in accordance with which the NZ Class Shares were allotted; and

  • (v) a statement that the registered prospectus, in accordance with which the NZ Class Shares were allotted, can be inspected at the office of the Registrar of Companies, and specifying the address of the office; and

• (b) that Westpac will send to each registered holder of NZ Class Shares,—

  • (i) a copy of Westpac's concise annual report or, if the registered holder requests it, a copy of the full annual report; and

  • (ii) all other reports, communications, and material sent to holders of ordinary shares, but excluding voting proxy forms and other material relating to voting matters; and

  • (iii) without limiting subparagraph (ii), all financial information required under Australian law to be provided to the holders of ordinary shares; and

• (c) that the information referred to in paragraph (b) will be sent no later than 1 working day after it is sent to registered holders of ordinary shares in Australia; and

• (d) that, within 10 working days of a request from the holder, Westpac will provide to each registered holder of NZ Class Shares, a copy of Westpac's most recent audited financial statements; and

• (e) that each registered holder of NZ Class Shares will be informed at least once a year of the right to request the financial statements referred to in paragraph (d); and

• (f) that information given to the Australian Stock Exchange by Westpac will be given to the New Zealand Stock Exchange at the same time and will be made public in Australia and New Zealand on the date on which it is given to the Australian Stock Exchange.

(4) The exemption is subject to the further condition that the investment statement relating to the issue of NZ Class Shares contains a description of the principal risks assumed by the registered holders of the NZ Class Shares, including any risk that an exchange of the NZ Class Shares for ordinary shares may not proceed even though an exchange event (within the meaning of the exchange deed) occurs.