Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette, extends the expiry date of the Securities Act (WestpacTrust Investments Limited—NZ Class Shares) Exemption Notice (No 2) 1999 ( “the principal notice”) to 1 September 2009, except for Part 1 of the principal notice. The original expiry date of 1 September 2004 is unchanged in relation to Part 1.

The Securities Commission considers that it is appropriate to grant the extension because

• •Part 2 of the principal notice relieves Westpac Banking Corporation (Westpac) from the requirement to have a registered prospectus and investment statement if Westpac's NZ Class Shares are exchanged for Westpac ordinary shares. The circumstances under which this may occur are set out in an exchange deed entered into by Westpac before the initial offer of the NZ Class Shares. This deed remains in force and the exemption in clause 9 of the principal notice is still required.

• •The original exemption was granted subject to conditions requiring that the registered prospectus for the NZ Class Shares contained all material information about the Westpac ordinary shares. Extra information relevant to the NZ Class Shares, the exchange right, and Westpac itself must be sent to the holders of NZ Class Shares every year. This provides investors in the NZ Class Shares with information about their rights and about the shares that they will receive if an exchange occurs.