Information Memorandum. Option Enhanced Investment Loan.

Transcription

1 Information Memorandum Option Enhanced Investment Loan.

2 IMPORTANT NOTICES This document is an Information Memorandum (IM) dated 7 March 2011 and relates to the issue of Option Enhanced Investment Loans (OEILs). An OEIL is comprised of a Loan component and an Exchange Traded Option (ETO) component. BT Securities Limited (ABN ) (AFSL ) (BT Securities) is the issuer of this IM and the provider of the Loan. Westpac Securities Limited (ABN ) (AFSL ) (Westpac Securities) is the Arranger of your Loan and all ETO transactions in connection with your Loan. An offer of OEILs under this IM is only open to Australian residents who are "wholesale" clients under section 761G of the Corporations Act 2001 (Cth) (Corporations Act). Each recipient of this IM represents and warrants that it is and at all times will remain a "wholesale" client for the purposes of the Corporations Act. This IM is not a product disclosure statement under the Corporations Act. The fundraising disclosure requirements of the Corporations Act do not apply to the offer of OEILs under this IM. Updating of information in this IM The information in this IM is current as at the date of this IM but may change from time to time. BT Securities may update the information by posting you a Supplementary Information Memorandum (SIM), or by placing that SIM on Westpac s website No representation other than in this IM To the best knowledge and belief of BT Securities (who has taken all reasonable care to ensure that such is the case), the information contained in this IM is in accordance with the facts and does not omit anything likely to affect the accuracy of such information. To the extent permitted by law, BT Securities, its Related Bodies Corporate and associates disclaim all liability that may otherwise arise due to any information contained in this IM (and any SIM) being inaccurate, or due to information being omitted from this IM (and any SIM) whether by way of negligence or otherwise. However, nothing in this IM (or any SIM) excludes, restricts or modifies the operation of section 12ED of the Australian Securities and Investments Commission Act. Any information given or representation made by any dealer, salesperson or other person and not contained in this IM (or any SIM) should be regarded as unauthorised and accordingly should not be relied upon. Neither the delivery of this IM nor the offer, issue or sale of OEILs shall, under any circumstances, constitute a representation that the information contained in this IM (and any SIM) is correct at any time subsequent to the date of this IM and any SIM. Securities and Listed Entities References in this IM or any SIM to a Security are included solely for the purpose of identifying the Securities to which an OEIL relates, and references in this IM or any SIM to a Listed Entity are included solely for the purpose of identifying the issuer of those Securities. Such references are not an express or implied endorsement of OEILs by any Listed Entity, and no Listed Entity has authorised or been involved in the preparation of this IM or any SIM. ETOs are not investments in Westpac Banking Corporation An investment in ETOs is not an investment in or deposit with any member of the Westpac Group. Neither Westpac Banking Corporation nor any associate of Westpac Banking Corporation in any way guarantee the capital value or performance of ETOs. This is not investment advice You should seek your own financial advice in relation to any decision to enter into an OEIL and to invest in ETOs. The information in this IM is general information only and does not take into account your own investment objectives, personal circumstances, financial situation or needs. You should read the whole of this IM and consider all of the risk factors and other information concerning OEILs and ETOs before deciding to invest. If you have any questions, you should obtain your own independent legal, taxation and financial advice. AUSIEX Australian Investment Exchange Limited (ABN ) (AFSL ) (AUSIEX) is the Default Broker for the OEILs. AUSIEX's role in relation to OEILs is limited to the provision of broking services under the Client Agreement Terms. AUSIEX has not authorised or caused the issue of this IM, does not make (or purport to make) any statement in this IM (or any statement on which a statement in this IM is based) and takes no responsibility for any part of this IM. Offering restrictions None of the OEILs, the ETOs or this IM have been or will be lodged or registered under the securities laws of any other jurisdiction outside Australia. Further, the distribution of this IM in jurisdictions outside Australia may be restricted by law, and therefore persons into whose possession this IM comes should seek advice on and observe any such restrictions. Failure to comply with relevant legislation may violate those laws. This IM is not an offer or invitation in relation to OEILs or ETOs in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. Neither OEILs, ETOs nor this IM have been or will be lodged or registered under the United States Securities Act of 1933 (as amended) (Securities Act) and may not be offered or sold directly or indirectly in the United States or to or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act), except in transactions exempt from the registration requirements of the Securities Act. Neither OEILs nor ETOs will be admitted for trading by the United States Securities and Exchange Commission, any State Securities Commission, the Commodity Futures Trading Commission under the United States Commodity Exchange Act or any other regulatory authority. No cooling-off rights apply No cooling-off rights apply to the provision of OEILs or the issue of ETOs. This means that you cannot withdraw your Application once it has been made. Applications Applications must be made on the Application Forms accompanying this IM. Printed copies of the IM and Application Forms are available free of charge to persons in Australia by contacting the OEILs sales team. Glossary Capitalised terms used in this IM are defined in Section 9.

3 Table of Contents Investment Overview 4 Section 1 Key Features 7 1. Key Features What is an OEIL? What is an ETO? Which Securities can be purchased under an OEIL? How does the Loan component work? Rolling up and rolling down a position Minimum Loan Amount Mortgage Corporate Actions Term Early termination Maturity of the Loan Dividends Call ETOs Example Role of BT Securities Role of Westpac Securities Role of AUSIEX Broker as issuer Who can apply? 9 Section 2 Trading ETOs Further information on ETOs Key Features of ETOs How are ETOs valued? ASX Clear Westpac Securities and AUSIEX Sources of educational information 11 Section 3 Significant Benefits of OEILs Significant Benefits of OEILs Significant leverage The Loan is fully protected at all times Benefit from Dividends and related franking credits Generate income from Premiums if you write Call ETOs Increased decision-making time Reduced counterparty risk Portfolio diversification 12 Section 4 Significant Risks Explained Significant Risks Explained Financial risks Full recourse for some obligations Fixed Interest Break Costs Risks of trading ETOs Corporate actions Default under the Terms and Conditions Tax considerations Superannuation entities cannot apply 14 Section 5 Fees and Charges Fees and Charges 15 Section 6 Tax Opinion 16 Section 7 Summary of Terms and Conditions Summary of Terms and Conditions Loan Agreement Terms Mortgage Terms Client Agreement Terms 33 Section 8 Additional Information Additional Information Sponsorship Potential conflicts of interest involving the Westpac Group Potential conflicts of interest involving AUSIEX National Guarantee Fund Acknowledgement of Deed of Priority Substantial holders, takeovers and associations Foreign holders Shareholding limits or restrictions Information about the Listed Entities and the Securities Anti-money laundering regulations Dispute resolution procedure No cooling-off period Ethical considerations Privacy and confidentiality compliance 37 Section 9 Glossary Glossary 38 Section 10 Terms and Conditions Terms and Conditions 40 OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 3

4 Investment Overview The following table provides an overview of OEILs. References are made to various sections of this IM where information is provided in more detail. You should read this IM and any SIM in full, including the Terms and Conditions, and seek your own independent legal, taxation and financial advice before making any decision to invest. Lender and Controlling Participant Summary BT Securities Limited (ABN and AFSL ) (BT Securities) Level 5, 275 Kent Street Sydney NSW 2000 More info SECTION 1.15 Arranger Westpac Securities Limited (ABN and AFSL ) (Westpac Securities) Level 5, 275 Kent Street Sydney NSW 2000 SECTION 1.16 Broker The Default Broker or another Broker acceptable to BT Securities. SECTIONS 1.16, 1.17 and 1.18 Default Broker Australian Investment Exchange Limited (ABN and AFSL ) ( AUSIEX ) SECTIONS 1.16, 1.17 and 1.18 What is an OEIL? What is an ETO? How does the Securities Loan component work? The OEIL is a loan facility that allows you to purchase or refinance Securities and to protect your loan position via the ETO market. Exchange traded options (ETOs) are financial derivatives that trade on the ASX and are registered and cleared by ASX Clear. A Put ETO gives the purchaser the right, but not the obligation to sell a standard parcel of Securities to the seller of the Put ETO at a predetermined price on or before a predetermined date. A Call ETO gives the purchaser the right, but not the obligation to buy a standard parcel of Securities from the seller of the Call ETO at a predetermined price on or before a predetermined date. BT Securities will provide a loan for the purchase or the refinance of Securities up to an amount equivalent to the number of the Securities multiplied by the Exercise Price of the Put ETOs (a Securities Loan). Each Securities Loan must be used to purchase or refinance the Securities in your name. Westpac Securities will instruct the Broker to purchase Put ETOs over those Securities that will also be held in your name. When purchasing Securities you will be required to contribute the difference between the Exercise Price of the Put ETOs and the net purchase price of the Securities (the Equity Component), the premium payable for the Put ETOs (the Premium), the interest on the Securities Loan in advance and associated brokerage, fees and other charges. You are required to take out a separate Securities Loan in respect of each parcel of Securities of an entity you wish to acquire. On the Expiry Date of a Put ETO, if the market price of the Security relating to that Put ETO is below the Exercise Price of the Put ETO, the Put ETO will be exercised, giving you the funds to repay the Securities Loan in full at that time. On maturity of the Securities Loan, you will have a number of options, including selling the Securities to repay the Securities Loan (see Maturity of the Securities Loan below). SECTION 1.1 SECTION 1.2 SECTIONS 1.4 and INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

5 Investment Overview What are the key benefits of OEILs? What are the key risks of OEILs? Fees and charges Mortgage Term Summary The key benefits of investing with an OEIL are: ownership of Securities with a considerably lower initial outlay than purchasing the Securities solely with your own funds; obtaining all the economic benefits of owning the Securities, including Dividends and related franking credits (subject to any deduction for Tax and eligibility); the Securities Loan Amount is fully protected by the Put ETOs over the Securities; flexibility to adjust your position at any time in response to market movements, subject to paying any brokerage, fees, other charges and Fixed Interest Break Costs; you will receive regular statements showing all Securities and ETOs held by you or on your behalf; and the ability to receive further income by writing Call ETOs over your Securities. There are risks associated with OEILs that you should carefully consider before entering into an OEIL. These include: financial risks: if you write Call ETOs over the Securities and the Call ETO is exercised, you will need to deliver the Securities at the Call ETO s Exercise Price, irrespective of whether you would receive a higher price on market; Corporate Actions: while the Securities will be held in your name, if a Corporate Action occurs, BT Securities has broad rights designed to protect the value of the Securities mortgaged to it, which include directing the sale of the Securities or rights that are created or affected as a result of the Corporate Action; full recourse: your obligations to pay interest on your Loan and to pay fees and any Fixed Interest Break Costs or to repay the Loan following certain events of default or Corporate Actions are all full recourse, which means that BT Securities has the right to payment from you for the full amount owing; Fixed Interest Break Costs: Fixed Interest Break Costs apply if you terminate your Securities Loan early; default: if you default under the Terms and Conditions, your Loan will become immediately payable on a full recourse basis and BT Securities and Westpac Securities and/or your Broker may exercise any rights conferred by, or perform any other obligation arising under, the ASX Market Rules or the Terms and Conditions. You contribute: the difference between the Exercise Price of the Put ETOs and the net purchase price of the Securities; the Premium payable for the Put ETO; the interest on the Securities Loan in advance and interest on the Collateral Loan on demand; and associated brokerage, fees and other charges. Your obligation to repay the Loan Amount will be secured by a mortgage granted to BT Securities over the Securities, the Put ETOs and Premiums obtained from writing Call ETOs over your Securities as well as any entitlements associated with your Securities. Each Securities Loan is for a term commencing on the date funds are drawn down and ending on the 3rd Business Day following the Expiry Date of the Put ETOs, unless a shorter term has been agreed. The minimum term of each Securities Loan is one month. More info SECTION 3 SECTION 4 SECTIONS 1.4 and 5 SECTION 1.7 SECTION 1.9 OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 5

6 Investment Overview Maturity of the Securities Loan Tax considerations Applications Summary On maturity of the Securities Loan, you can: do nothing, in which case Westpac Securities will arrange for the Securities to be sold on your behalf by the Broker (either on the ASX or through the exercise of the Put ETOs), the proceeds will be used to pay off the Securities Loan; rollover the Loan by entering into a new OEIL (if available); repay the Securities Loan out of your own funds; or refinance the Securities Loan via an approved Westpac loan facility (if available). A general summary of the likely tax treatment of OEILs is provided in Section 6. You should seek your own tax advice before investing in OEILs. Applications can be made by completing the relevant Application Forms accompanying this IM. The minimum Securities Loan Amount for which you can apply in respect of a Security is $100,000. More info SECTION 1.11 SECTION 6 SECTION INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

7 SECTION 1 Key Features 1. Key Features This Section provides a brief description of the key features of OEILs. You should read this IM and any SIM in full, including the Terms and Conditions, and seek your own independent legal, taxation and financial advice before making any decision to invest. 1.1 What is an OEIL? The OEIL is a loan facility that allows you to purchase or refinance Securities and to manage your loan position by purchasing exchange traded put options (Put ETOs) over those Securities. This means that each Securities Loan is covered at all times. As you are the legal owner of the Securities, you are entitled to receive Dividends and related franking credits (subject to any deduction for Tax and eligibility). You can also receive further income by writing Call ETOs over the Securities. 1.2 What is an ETO? Exchange traded options (ETOs) are an alternative way of trading interests in Securities. They are derivative products that are traded on the ASX Options Market and are registered and cleared by ASX Clear Pty Limited (ASX Clear). ETOs allow investors to enter into a standard form contract for the right to acquire or dispose of a parcel of Securities at a predetermined price (an Exercise Price) on or before a predetermined date (an Expiry Date). To acquire this right, the buyer of the ETO must pay an amount to the seller of the ETO called the Premium. The following information will give you a brief introduction to ETOs. (a) Writers and Takers Every ETO has both a writer and a taker. A Writer of an ETO sells the right to acquire or dispose of a standard parcel of Securities at a predetermined price on or before a predetermined date. They are known as writers because they underwrite the obligation to deliver or accept the Securities covered by the ETO. A Taker of an ETO buys the right to acquire or dispose of a parcel of Securities at a predetermined price on or before a predetermined date. They are known as takers as they can take up the right to purchase or sell the Securities covered by the ETO. (b) Puts and Calls ETOs can be either puts or calls. A Put ETO gives the Taker the right, but not the obligation, to sell a standard parcel of Securities at a predetermined Exercise Price on or before a predetermined Expiry Date. If the Taker of the Put ETO exercises their right to sell, the Writer must buy that standard parcel of Securities at the Exercise Price from the Taker. A Call ETO gives the Taker the right, but not the obligation, to buy a standard parcel of Securities at a predetermined Exercise Price on or before a predetermined Expiry Date. If the Taker of the Call ETO exercises their right to buy, the Writer must sell that standard parcel of Securities at the Exercise Price to the Taker. (c) Settlement method Upon expiry, most ETOs are deliverable, which means that one party to the ETO must physically deliver the standard parcel of Securities to the other party. Further information on trading ETOs is set out in Section Which Securities can be purchased under an OEIL? ETOs are only available to be traded in respect of Securities selected by ASX Clear according to specified guidelines. For OEILs, the Securities must also be approved by BT Securities. For a list setting out the Securities approved by BT Securities for the purpose of the OEILs, please contact the OEILs sales team. 1.4 How does the Securities Loan component work? BT Securities will provide a loan for the purchase or the refinance of Securities up to an amount equivalent to the number of the Securities multiplied by the Exercise Price of the Put ETOs (a Securities Loan). Each Securities Loan must be used to purchase or refinance the Securities in your name. Westpac Securities will instruct the Broker to purchase Put ETOs over those Securities that will also be held in your name. When purchasing Securities you will be required to contribute the difference between the Exercise Price of the Put ETOs and the net purchase price of the Securities (the Equity Component), the premium payable for the Put ETOs (the Premium), the interest on the Securities Loan in advance and associated brokerage, fees and other charges. See Section 5 for further details on the fees and costs associated with OEILs. The Securities held must be covered by at least the equivalent number of Put ETOs. Each parcel of Securities is subject to a separate Securities Loan. Each Securities Loan is subject to the Loan Agreement Terms. In the event of a Corporate Action, BT Securities may require you to take such action as BT Securities considers appropriate to preserve the value of its Security Interest. This may include the transfer of any Securities or other securities obtained as a result of a Corporation Action out of your OEIL, or the purchase of additional Put ETOs in relation to those Securities or other securities. You are required to take out a separate Securities Loan in respect of each parcel of Securities in an entity you wish to acquire. For example, if you wish to purchase 100 shares in Company X and 100 shares in Company Y, you would need to take out one Securities Loan in respect of the shares in Company X and another Securities Loan in respect of the shares in Company Y. BT Securities may make a Securities Loan in its absolute discretion and subject to the Loan Agreement Terms. 1.5 Rolling up and rolling down a position OEILs offer you the flexibility to roll up the position of your Securities to lock in rises in stock price, and to roll down a position if there is a significant fall. If the stock price of a Security rises, profits or gains can be locked in by rolling up the Put ETO over the Security. Rolling up a position involves selling the Put ETO and purchasing a Put ETO over the Security with a higher Exercise Price. If you have sold any Call OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 7

8 SECTION 1 Key Features ETOs over that Security, they can be repurchased and you can sell a Call ETO with a higher Exercise Price. If on the other hand the stock price of a Security falls, you can roll down the position by selling the existing Put ETO over that Security and buying a Put ETO with a lower Exercise Price. If you have sold any Call ETOs over that Security, they can be repurchased and you can sell a Call ETO with a lower Exercise Price. The Exercise Price at which you do not suffer any gain or loss over that Security will therefore be reduced. Rolling up or rolling down a position may affect the maximum amount BT Securities may lend to you and may incur transaction costs including associated brokerage, fees, other charges and any Fixed Interest Break Costs. 1.6 Minimum Loan Amount The minimum Loan Amount for which you can apply for a parcel of Securities is $100, Mortgage Your obligation to repay the Loan Amount will be secured by a mortgage granted to BT Securities over the Securities, the Put ETOs, premiums obtained from writing Call ETOs over your Securities and any other entitlements from the Securities. 1.8 Corporate Actions While the Securities will be held in your name, if a Corporate Action occurs, BT Securities has broad rights designed to protect the value of the Securities mortgaged to it, which include directing the sale of the Securities or rights that are created or affected as a result of the Corporate Action. 1.9 Term Each Securities Loan will be for a term commencing on the date funds are drawn down and ending on the 3rd Business Day following the Expiry Date of the Put ETOs over the Securities for that Securities Loan, unless a shorter term is agreed. The minimum term of each Loan is one month Early termination You can terminate a Securities Loan early with the approval of BT Securities. If approval is given, you must repurchase any Call ETOs sold over the Securities in respect of the Securities Loan, sell or exercise the Put ETOs in respect of the Securities Loan and use the proceeds from the sale of the Securities to repay the Securities Loan. You would also be required to pay associated Fixed Interest Break Costs, as well as any brokerage, fees or other charges. See Section 5 for more information Maturity of the Securities Loan On maturity of the Securities Loan, you must elect one of the following options: do nothing, in which case the Securities will be sold (either on the ASX or through the exercise of the Put ETOs) and the proceeds used to pay off the Securities Loan; rollover the Securities Loan by entering into a new OEIL (if available); repay the Securities Loan; or refinance the Securities Loan using a Westpac loan facility approved by BT Securities (if available). On the Expiry Date of a Put ETO, if the market price of the Security relating to that Put ETO is below the Exercise Price of the Put ETO, the Put ETO will be exercised, giving you the funds to repay the Loan Amount in full at that time Dividends During the term of your OEIL, all Dividends paid on the Security will be paid to you either in cash or, where there is a dividend reinvestment plan in place and you have elected to participate in it, with the delivery of additional Securities (subject to any deduction for Tax). You should be entitled to receive the benefit of any franking credits attached to the Dividend (subject to eligibility) Call ETOs You may (with BT Securities consent) sell Call ETOs over Securities which are subject to an OEIL, provided that the total number of Securities covered by the sold Call ETOs does not exceed the number of Securities for that Securities Loan. The Call ETO Exercise Price must be greater than or equal to the Exercise Price of the Put ETO over that Security and must have an Expiry Date no later than the Expiry Date of the Put ETO. If you sell a Call ETO, you will be required to lodge the Securities over which the Call ETO is written with ASX Clear as collateral to cover the risk of financial loss due to an adverse market movement. The Controlling Participant will transfer the Securities to ASX Clear on your behalf. To allow the Controlling Participant to do this, you are required to sign the Registered Holder Collateral Cover Authorisation contained in the Application Form. If you sell a Call ETO prior to lodgement of the Securities with ASX Clear, you may need to fund a cash margin which is required to be lodged with ASX Clear in the period between the date of purchase of the Call ETO over the Securities and the date of lodgement of these Securities with ASX Clear. BT Securities may provide you with a loan under the Facility to fund this cash margin (each, a Collateral Loan). Interest payable on each Collateral Loan will be determined by BT Securities and is payable on request. During the term of the OEIL you can, at any time, repurchase the Call ETOs and sell new Call ETOs, or leave the Security uncapped (provided call selling rules are adhered to). If you decide to terminate your Securities Loan early, you must repurchase any Call ETOs that you have sold Example This example is for illustrative purposes only. You would like to purchase shares in Company A because you think that the stock will rise over the next 6 months. You also wish to be protected if there is a significant fall in the share price. The current market price for stock in Company A is $ You also wish to obtain additional income from shares in Company A because you think that the stock price will not significantly increase above $ You decide to enter into a 6-month OEIL, which allows you to buy: 100,000 shares in Company A at $26.76 per share; and 8 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

9 SECTION 1 Key Features 100 Put ETOs over the stock with an Exercise Price of $ The Loan Amount would be $2,500,000. The Equity Component that you would pay would be $176,000. You would also need to contribute the Premium for the Put ETOs and associated brokerage, fees and other charges. To help offset these costs, you sell Call ETOs over the stock with an Exercise Price of $ During the term of the OEIL, you will receive the Dividends payable on the stock and any related franking credits (subject to eligibility). You will also receive the Premium from selling the Call ETOs. Depending on the price movements in the share price in Company A, one of the following would occur: If the share price in Company A does not rise above $32.00 during the term of the OEIL, you can wait until the Loan matures and rollover the Loan (if available), refinance the Loan or repay the Loan, either from your own funds or by allowing the Put ETOs to be exercised (which you would only do if the share price is at or less than the Exercise Price of the Put ETOs). If the share price in Company A is at $25.00 or below upon expiry, the Put ETOs would be exercised, the stock would be sold to the holder of the Put ETOs and the proceeds from the sale of the stock would be applied to repay the Loan. If the share price in Company A rises to $32.00 or above during the term of the OEIL, the Call ETOs may be exercised by the holder of the Call ETOs. If the Call ETOs is exercised, the stock would be sold to the Taker of the Call ETOs and the proceeds would be applied to repay the Loan. If you wish to take your profits early, you can terminate the OEIL early by repurchasing any sold Call ETOs, selling or exercising the Put ETOs, and using the proceeds from the sale of the stock to repay the Loan. Depending on which outcome occurs, you may also need to pay Fixed Interest Break Costs, brokerage, fees and other charges. See Section 5 for more information Who can apply? To make an application for an OEIL, you must: read and understand this IM and any SIM in full, including the attached Terms and Conditions; complete the relevant Application Forms, and thereby agree to the Terms and Conditions; and if required, complete any additional assessment your Broker may require before trading certain types of ETOs. Each applicant must be a wholesale client under Chapter 7 of the Corporations Act, and may need to provide a qualified accountant s certificate as evidence of their wholesale client status. See the Application Forms at the back of this document for further information on how to apply Role of BT Securities BT Securities is the provider of your Loan and the Controlling Participant for CHESS Role of Westpac Securities Westpac Securities is the Arranger of your Loan and all ETO transactions in connection with your Loan. As the Arranger, Westpac Securities will be your contact point for your OEILs and will arrange for your trading instructions to be executed by the Broker Role of AUSIEX AUSIEX is the Default Broker. You may appoint another Broker in relation to your OEILs, provided that BT Securities has arrangements in place to deal with them and that they are otherwise acceptable to BT Securities Broker as issuer Under the Corporations Act, the Broker is taken to be the issuer of the ETOs taken or written by you or on your behalf in connection with OEILs. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 9

10 SECTION 2 Trading ETOs 2. Further information on ETOs This Section provides you with further information on how ETOs work. 2.1 Key Features of ETOs (a) The contract size The standard parcel of Securities for an ETO is currently 1000 shares, although this may be adjusted following certain events. For more information about these ASX adjustments, refer to Section 2.1(e) of this IM. (b) The Expiry Date ETOs have a limited life span and expire on standardised days set by ASX Clear. The Expiry Date is the last day of trading for all unexercised ETOs in a particular series, and is generally the Thursday before the last Friday in the month (so long as both the Thursday and Friday are business days). Expiry Date information is available on the ASX website at asx.com.au. (c) The Exercise Price The Exercise Price is the price at which the Taker of an ETO can acquire or dispose of the Securities. Usually there are a range of Exercise Prices for ETOs in a series which have the same Security and the same Expiry Date. (d) The Premium The Premium is the price of the ETO agreed upon by the Taker and the Writer. It is not a standardised feature of an ETO, but is negotiated between parties trading on the ASX options market. (e) ASX adjustments Apart from the Premium, most of the features of an ETO are standardised by the ASX. However, the ASX may make adjustments to these features in response to certain corporate events that affect the value of the Security, such as a bonus issue, share split or rights issue. In these situations, the ASX will endeavour to preserve the open position of Takers and Writers at the time of the adjustment. Information about ASX adjustments is in the ASX booklet Explanatory Note for ASX Option Adjustments, which can be downloaded at asx.com.au. 2.2 How are ETOs valued? The value of an ETO, known as the Premium, is specific to each ETO and determined by market forces. The Taker pays a Premium to the Writer to purchase the ETO and the Writer keeps this Premium whether the ETO is exercised or not. The Premium for an ETO is quoted on a cents per share basis. To calculate the dollar amount to be paid for an ETO, you multiply the value of the Premium by the number of Securities per ETO 1,000 is the standard number of Securities covered. For example, a Call ETO with a Premium quoted at 25c per share can be purchased for $250 (being 25c times 1,000 shares). The Premium of an ETO is influenced by both the intrinsic value and the time value of the ETO. The intrinsic value is the difference between the Exercise Price of the ETO and the market price of the Security at any given time. An ETO with positive intrinsic value is referred to as being in the money. The terminology used to describe the intrinsic value of an ETO is summarised below: Call ETO Exercise Price > share price Out of the money Exercise Price < share price In the money Put ETO In the money Out of the money Exercise Price = share price At the money At the money Time value represents the amount an investor is prepared to pay for the possibility that the intrinsic value of an ETO might move in the investor s favour during the life of the ETO, allowing the investor to profit. Time value is influenced by the following factors: Time to expiry Market volatility Interest rates Dividend payments Market expectations Most ETO pricing uses a mathematical formula which includes calculating the intrinsic and time value of the particular ETO. The section titled Option pricing fundamentals in the ASX Booklet Understanding Options Trading has more information regarding the fundamentals of pricing ETOs and can be downloaded from asx.com.au. ASX also provides a pricing calculator on the ASX website asx.com.au. The Premium will fluctuate during the life of an ETO depending on a range of factors including the price and volatility of the Securities, the time remaining to the Expiry Date, interest rates, dividends and general risks of particular markets. ETO investors will be able to obtain current price information by calling the OEILs sales team. 10 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

11 SECTION 2 Trading ETOs 2.3 ASX Clear ETOs are traded on the ASX trading platform and cleared through ASX Clear. ASX Clear stands between all buying and selling brokers and guarantees performance to each of them. ASX Clear does not have an obligation to you, but to the Broker, even though the Broker may have registered the ETO on your instructions. Each ETO registered with ASX Clear comprises two contracts, and ASX Clear is a party to both: one with the Broker, acting on your instructions; and one with the broker for the other party to the ETO. When placing an order that is opposite to your position, the Broker will effectively close out your position. Closing out your position means to cancel your original position by placing an order equal and opposite in effect to the original order. Closing out is achieved without reference to the original party to the trade because ASX Clear can substitute a new buyer as the contract party when you close their position (this is referred to as novation ). You should also be aware that the ASX and ASX Clear operating rules prescribe a number of matters relating to the trading of ETOs, including the standardisation of certain ETO terms, adjustments and termination provisions, the provision of margins, and settlement. Details of ETO specifications are published by the ASX on their website at asx.com.au. 2.5 Sources of educational information ETOs have been traded in Australia on the ASX Options Market since Over this time, ASX has prepared a number of educational booklets relating to ETOs which are available to you via the ASX website: asx.com.au. You can visit this page to access more information, including different types of options, margins and trading strategies. You should also consider the ASX booklet entitled Understanding Options Trading when you sign the Application Form. This booklet can be found at Full details of all ETOs listed on the ASX and Expiry Date information can be found on the ASX website at asx.com.au or alternatively through information vendors or newspapers. A list of current ETO codes and delayed price information is available on the ASX website at asx.com.au. Details of the previous day s trading are generally published in summary form in the financial pages of the major Australian daily papers. If you have any questions on any aspect of the booklets, you should consult your financial adviser before making any investment decisions. 2.4 AUSIEX Your Default Broker is AUSIEX. However, you may nominate another Broker to provide services to you in relation to the OEILs with BT Securities consent. The Default Broker has been admitted: as a market participant by ASX to trade Securities and ETOs and must comply with the operating rules of the ASX; as a participant by ASX Clear to clear ETOs and must also comply with the operating rules of ASX Clear. Representatives of Westpac Securities (in its capacity as Arranger) will give instructions on your behalf to the Default Broker and the Default Broker will not take instructions directly from you. Before your Default Broker executes an instruction from Westpac Securities (on your behalf) in relation to ETOs, you must agree to be bound by the Client Agreement Terms by signing the Application Form. Once your Application Form is accepted, your Default Broker will activate your trading account, which will enable you to trade ETOs in accordance with the Client Agreement Terms and the relevant operating rules of ASX and ASX Clear and this IM. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 11

12 SECTION 3 Significant Benefits of OEILs 3. Significant Benefits of OEILs This Section describes some of the benefits associated with an investment in OEILs. 3.1 Significant leverage OEILs give you exposure to particular Securities for a considerably lower initial outlay than the market price of the Securities. 3.2 The Securities Loan is fully protected at all times At all times, the Securities that you hold must be covered by at least an equivalent number of Put ETOs. If upon expiry of the Put ETO, the market price of those Securities is equal to or less than the level of the Exercise Price of the Put ETO, the Put ETO will be exercised. This gives you protection against a fall in the price of those Securities. 3.3 Benefit from Dividends and related franking credits If you successfully apply for an OEIL, Westpac Securities will arrange for the purchase of Securities in your name, and you will be entitled to receive all the economic benefits of the Security including, if any, through Dividends and related franking credits (subject to any deduction for Tax and eligibility). 3.4 Generate income from Premiums if you write Call ETOs You can earn income from Premiums by writing Call ETOs. These Premiums are yours whether or not the Call ETOs are exercised. 3.5 Increased decision-making time The Put ETO provides you with increased time to consider whether or not to sell the Securities. 3.6 Reduced counterparty risk ETOs benefit from reduced counterparty default risk as a result of standardisation and registration with ASX Clear. Since an ETO position can be closed out without reference to the original counterparty, the risk of counterparty default is transferred to ASX Clear. 3.7 Portfolio diversification Given the lower initial outlay required for an OEIL, you can diversify your portfolio and gain a broader market exposure over a range of Securities. 12 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

13 SECTION 4 Significant Risks Explained 4. Significant Risks Explained It is important that you carefully consider whether OEILs are appropriate for you in light of your investment objectives and financial circumstances. You should only enter into an OEIL if you understand the nature of the product and the extent of your exposure to risks and have the financial resources to manage those risks. Before entering into an OEIL, you should obtain independent financial advice and make sure that you understand the legal, tax and accounting implications of your investment. 4.1 Financial risks Your potential losses in respect of the Put ETOs over the Securities are fixed if your Put ETO expires out of the money, you will only lose the amount you paid for the ETO (ie. the Premium) plus any brokerage, fees and other charges. If you write Call ETOs over the Securities, your potential losses are also fixed as you are the owner of the Securities. The Securities are required under the Terms and Conditions to be lodged with ASX Clear as security for the cash margin. If your Call ETO is exercised, you will need to deliver the Securities to the Taker of the Call ETO at the Exercise Price. 4.2 Full recourse for some obligations The non-repayment of the Loan at the end of its term where you are not in default of any other obligation will not entitle BT Securities to have recourse against you or your assets (other than the Mortgaged Property). This is known as limited recourse. This contrasts with full recourse which means BT Securities can recover amounts owed by you without limitation, you are fully liable and if there is any shortfall, you can be sued for the shortfall. Except in the limited recourse circumstance described above, all other payment obligations are full recourse. These include obligations to: pay interest on your Loan; and pay brokerage, fees, other charges and any Fixed Interest Break Costs. In the following circumstances your obligations to repay the principal amount of your Loan are also full recourse: voluntary early repayment of the Loan; certain default and other termination events such as nonpayment of interest, insolvency, fraud and change in law; and Corporate Actions that trigger an early repayment of the Loan. 4.3 Fixed Interest Break Costs Fixed Interest Break Costs are calculated to compensate Westpac for the economic impact of terminating your Securities Loan early. Fixed Interest Break Costs may be significant. Accordingly, you should not enter into an OEIL for the term selected if you intend to repay the Securities Loan early. Fixed Interest Break Costs are also payable where you roll up or roll down an ETO position over Securities (see Section 1.5). Please seek independent professional financial and tax advice on the potential impact of Fixed Interest Break Costs. Westpac will calculate Fixed Interest Break Costs as follows: A = (B*C*D) Where: A = the Fixed Interest Break Cost payable; B = the amount of your Securities Loan; C = the remaining fixed term of your Securities Loan; D = any fall in the wholesale cost of funds for BT Securities from that applicable on the commencement date of the fixed rate period for the total fixed term of the Securities Loan and that applicable for the remaining fixed term as at the date of early termination (expressed as a percentage). 4.4 Risks of trading ETOs You should be aware of the risks that arise as a result of the way ETOs are traded on the ASX options market. These risks include: the ETOs may fall in price or become worthless on or before expiry. Changes in the price of the underlying Securities may result in changes to the price of the ETO, but the change can sometimes be in a different direction or of a different magnitude to the change in the price of the underlying Securities; ETOs have an expiry date and therefore a limited life. An ETO s time value erodes over the course of its life and this accelerates as an ETO nears expiry. It is important to assess whether the ETOs you have selected have sufficient time to expiry for your view to be realised; any Call ETOs that you may write can be exercised at any time if the market price of the underlying Securities reaches the Exercise Price, in which case you would need to deliver the Securities to the Taker of the Call ETO. If this occurs, you would not receive any Dividends or other entitlements that would have been payable to you if you still held the Securities; the discretionary power of ASX and ASX Clear to ensure fair and orderly markets are maintained. This power includes the ability to suspend the ASX options market s operation, to restrict the exercise of ETOs, to terminate an ETO position or to substitute Securities; if the Broker is AUSIEX, the power of AUSIEX to, at any time, refuse to deal in, or limit dealings in, ETOs for you, as stated in the applicable Terms and Conditions and in accordance with the ASX Operating Rules; all ETO transactions on ASX are subject to the rules, procedures and practices of ASX and ASX Clear. Under the ASX Operating Rules, certain trading disputes between market participants (for example, errors involving traded prices that do not bear a relationship to fair market or intrinsic value) may lead to ASX cancelling or amending a trade without your consent; the potential for failure or temporary disruption of the electronic trading platforms used by ASX and ASX Clear. If this occurs, the Broker will have difficulties in executing all or part of your order and you may not be able to instruct the Broker at all. You do not have a right to recover losses arising from these circumstances; that bid and offer prices in the market may not reflect fair value of the ETOs (although you can always contact the OEILs sales team and ask for updated ETO bid and offer prices); and OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 13

14 SECTION 4 Significant Risks Explained the effect of Corporate Actions and ASX adjustments on the value of your ETOs. 4.5 Corporate actions Companies and trusts may undertake Corporate Actions that impact on the structure of the company s capital or the trust s assets and the rights attached to their securities. Typical Corporate Actions include takeovers, returns of capital, bonus issues, rights issues and special dividends or distributions. In the event that a Security you hold is affected by a Corporate Action, BT Securities has broad rights designed to protect the value of the Security mortgaged to it. These rights include directing the sale of the Securities or rights that are created or affected as a result of the Corporate Action. Any proceeds received from such a sale may be required by BT Securities to be deposited as security or used to purchase Securities in addition to the existing Securities when the Corporate Action occurs, or the proposal to undertake the Corporate Action is announced to the ASX. See clause 18 of the Loan Agreement Terms for more information. Some Corporate Actions may affect your tax position as well. 4.7 Tax considerations Australian tax law is complex and the impact of that law on you, in relation to your OEILs, may vary according to your individual personal circumstances. Further, tax law and practice may vary over time, possibly with retrospective application. The tax considerations summarised in Section 6 of this IM provide only a general guide to the relevant tax implications for you. Accordingly, you should seek your own specific independent taxation advice in relation to your OEILs to determine whether Australian tax law may adversely affect your investment. 4.8 Superannuation entities cannot apply Due to the operation of the Superannuation Industry Supervision Act 1993 (Cth), superannuation entities may not apply for OEILs. 4.6 Default under the Terms and Conditions In accordance with the Terms and Conditions and the ASX Clear Operating Rules, you agree that if: (a) you fail to pay or provide security for amounts payable to your Broker, or fail to perform any obligation arising pursuant to the exercise or settlement of an ETO; (b) a guarantee or other security provided by you to your Broker is withdrawn or becomes ineffective and other replacement security acceptable to your Broker is not provided; or (c) any other event occurs which, as set out in the Terms and Conditions, entitles BT Securities, Westpac Securities or your Broker to take action, then your Broker may, in addition to any other rights which it may have against you, and without giving you any prior notice, take any action, or refrain from taking any action, which it considers reasonable in the circumstances in connection with your ETOs. Without limitation, your Broker may: (d) enter into transactions to close out one or more of your ETO positions in accordance with the ASX Operating Rules; (e) exercise one or more ETOs in accordance with the ASX Operating Rules; or (f) exercise any other rights conferred by, or perform any other obligation arising under, the ASX Operating Rules or the Terms and Conditions in respect of your ETOs, and you must account to your Broker as if those actions were taken on your instructions. Without limitation, you will be liable for any deficiency or entitled to any surplus which may result from the actions taken by your Broker. 14 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

15 SECTION 5 Fees and Charges 5. Fees and Charges This Section provides a description of the fees and charges involved with an OEIL. Before acquiring an OEIL, you should speak to your financial adviser or broker to make sure you understand the fees and charges associated with your investment. At the date of this IM, the fees and charges that may be payable are: all interest on the Securities Loan in advance (unless otherwise agreed) and all interest on the Collateral Loan on demand; Premium for the Put ETOs at market rates; if you use the Default Broker, up to 2.2% (including GST) brokerage on the value of the Securities and the value of the Premium payable in respect of the ETOs, with a minimum of $29.95 (including GST) for Securities and $49.95 (including GST) for ETOs; for Loans set up under a company name, a one-off fee of $200; for Loans set up under a trust name, a one-off trust vetting fee of $200; the applicable ASX Clear exercise or assignment fee per ETO as listed on ASX s website the applicable ASX Clear transaction fee per ETO as listed on ASX s website Fixed Interest Break Costs if you repay your Securities Loan early; any other fees and charges (such as fail fees) the Broker is entitled to require you to pay in accordance with the Client Agreement Terms; and any other fees, duties, charges or expenses associated with anything to be done under the OEIL or as otherwise agreed with you from time to time. Fees and charges may be changed by BT Securities or your Broker at any time. If GST is payable in respect of a fee or charge, it is added to that fee or charge at the current rate. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 15

16 SECTION 6 Tax Opinion 16 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

17 SECTION 6 Tax Opinion OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 17

30 SECTION x6 Cont Tax Opinion 30 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

31 SECTION 7 Summary of Terms and Conditions 7. Summary of Terms and Conditions This Section provides a summary of the material terms of the Terms and Conditions which you must agree to if you enter into an OEIL. To the extent of any inconsistency with this IM, the Terms and Conditions prevail. You should read and understand the Terms and Conditions before making any decision to invest. 7.1 Loan Agreement Terms (a) Loan facility BT Securities agrees to make Loans to you under the Loan Agreement. The proceeds of a Securities Loan must be applied to acquire or refinance Securities. Each Securities Loan must relate to a parcel of Securities of one entity only. The Securities must be mortgaged to BT Securities under the Mortgage Terms. BT Securities may determine the maximum number of different kinds of Securities which may be acquired with Securities Loans. BT Securities may provide you with a Collateral Loan to fund the cash margin required to be lodged with ASX Clear in between the date of purchase of the call ETO over the Securities and the date of lodgement of those Securities with ASX Clear. (b) Put ETOs On receipt of a drawdown request, Westpac Securities is authorised to arrange for the Broker to acquire Put ETOs over the Securities on your behalf. At all times during the term of the Securities Loan, the Securities must be covered by an equivalent number of Put ETOs bought in your name and lodged as supplemental security cover with the Securities purchased. You must pay the Premium for the Put ETOs immediately upon being notified by Westpac Securities of the amount of the Premium. Put ETOs will be exercised at expiry if they are in the money, unless instructed otherwise by you and agreed to by Westpac Securities. (c) Broker Unless you instruct BT Securities otherwise and BT Securities consents, your Broker will be the Default Broker. (d) Equity Component Upon request by Westpac Securities, you must contribute the difference between the aggregate Exercise Price of the Put ETOs and the net purchase price of the Securities in order to acquire or refinance the Securities. (e) Interest, fees and other expenses Interest on each Securities Loan is payable fully in advance on or prior to the date the Securities Loan is to be drawn down unless otherwise agreed to by BT Securities. If the Securities Loan is repaid prior to the maturity date, BT Securities will refund the appropriate portion of interest on the Securities Loan for the days outstanding, after deduction of any Fixed Interest Break Costs. The applicable interest rates shall be as agreed with the OEIL sales team at the point of trade and as notified to you in the Confirmation Notice. Interest on each Collateral Loan is payable to BT Securities on demand. BT Securities need not make any Loan until you have paid all interest in advance, Premiums, brokerage and stamp duty (as applicable), unless BT Securities agrees otherwise. (f) Call ETOs If you request (and with BT Securities prior consent), Westpac Securities may direct the Default Broker to sell a Call ETO over the Securities. The Default Broker may pay the proceeds of the sale to BT Securities to apply towards payment of the amounts referred to in Section 7.1(e) above. The total number of Securities covered by the Call ETO sold must not exceed the number of Securities for that Securities Loan. The Call ETO must: have an Expiry Date no later than the Expiry Date under the Put ETO acquired over those Securities; and have an Exercise Price not less than the Loan Per Security for that Security. Where Call ETOs have been sold over Securities, those Securities will be lodged with ASX Clear as collateral for the sold Call ETOs. (g) Term Each Securities Loan is for a term commencing on the date funds are drawn down and ending on the 3rd Business Day following the Expiry Date of the Put ETOs unless a shorter term has been negotiated. The minimum term of the Loan is one month. Not later than 11.00am Sydney time (or such other time as agreed by BT Securities) on the Expiry Date of the Put ETO, you must notify the OEILs sales team which of the following options you wish to apply in respect of each Securities Loan and the Securities for that Securities Loan: i. repay the Securities Loan; ii. repay the Securities Loan from the proceeds of sale of the Securities (either on the ASX or through exercise of the Put ETOs); iii. refinance the Securities Loan via an approved Westpac loan facility (if available); or iv. rollover the Securities Loan by entering into a new OEIL Facility secured in accordance with that Facility (if available). Westpac Securities will use its best endeavours, subject to market liquidity, to implement the option you elect. If you do not notify the OEILs sales team of your election, you will be taken to have elected option (ii). The term of each Collateral Loan ends when the cash margin is no longer required by ASX Clear or the Default Broker. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 31

32 SECTION 7 Summary of Terms and Conditions (h) Early termination You can terminate a Securities Loan early with the approval of BT Securities. If approval is given, you must repurchase any Call ETOs sold over the Securities in respect of the Securities Loan, sell or exercise the Put ETOs in respect of the Securities Loan and use the proceeds from the sale of the Securities or exercise of the Put ETOs to repay the Securities Loan. You would also be required to pay associated Fixed Interest Break Costs. (i) Rollover Where you have elected to rollover the Securities Loan, you must purchase replacement Put ETOs by 11.00am Sydney time (or such other time as agreed by BT Securities) on the Expiry Date of the Put ETOs (the Rollover Date). The maximum extended term of the Securities Loan is the 3rd Business Day after the Expiry Date of the replacement Put ETOs. The extended term must not be less than the Expiry Date of any sold Call ETOs. If the Exercise Price of the replacement Put ETOs is greater than the Loan Per Security, you may either: with the consent of BT Securities, drawdown an additional Securities Loan for the same extended term; or purchase replacement Put ETOs in respect of less than all the Securities comprised in the security for the Securities Loan (in which case BT Securities will release the relevant number of Securities from the Mortgage Terms). If the Exercise Price under the Replacement Put ETOs is less than the Loan Per Security, you must repay the relevant amount of the Securities Loan on the Rollover Date. (j) Rolling up or rolling down Rolling up a position involves selling the Put ETOs and purchasing Put ETOs over the Security with a higher Exercise Price. If you have sold any Call ETOs over that Security, they can be repurchased and you can sell Call ETOs with a higher Exercise Price. If on the other hand the stock price of a Security falls, you can roll down the position by selling the existing Put ETOs over that Security and buying Put ETOs with a lower Exercise Price. If you have sold any Call ETOs over that Security, they can be repurchased and you can sell Call ETOs with a lower Exercise Price. Rolling up or rolling down a position incurs additional costs that can be calculated before proceeding, and BT Securities must first approve any rolling up or rolling down. (k) Power of attorney You appoint BT Securities and its directors as your attorneys with power to execute, sign and deliver any document or instruction which the attorney considers necessary to transfer title to any Mortgaged Property, obtain duplicate certificates of the Mortgaged Property, direct payment to BT Securities of dividends and other entitlements and perfect any security created by you in favour of BT Securities over the Mortgaged Property. (l) Termination The Loans and all other moneys that you owe to BT Securities or any Related Body Corporate will become immediately due and payable on demand by BT Securities if any of the following termination events occur: you fail to perform a material obligation, or display a continued pattern of breaches which, when taken together, are material under the Loan Agreement or any other agreement with BT Securities or any Related Body Corporate of BT Securities; you become insolvent, die or become of unsound mind; any other event occurs which in BT Securities opinion is likely to materially and adversely affect your ability to meet your obligations under the Loan Agreement; any provision of the Loan Agreement or any security you have created becomes void, voidable or defective; the Securities become subject to a takeover offer, a proposal for reconstruction or cancellation or any proposal which, in BT Securities opinion, adversely affects BT Securities interests in the Securities; or the Securities cease to be quoted on the ASX. 7.2 Mortgage Terms (a) Mortgagee The Mortgagee will be BT Securities. (b) Mortgaged Property All Securities and ETOs which are acquired with the Loan and all other rights and proceeds in relation to the Securities to which you are entitled (eg, bonus issues, rights consequent on any conversion) are subject to the mortgage. (c) Mortgagor s obligations Your obligations under the Mortgage Terms include: (d) paying the liabilities secured under the Loan (the Secured Liabilities) on the date that they become due for payment, or, where relevant, on demand by BT Securities; depositing all certificates, transfers, agreements and other documentation which BT Securities requires; at BT Securities request, giving an irrevocable direction to any person specified by BT Securities to deliver to BT Securities the certificates held or issued by that person in respect of the Securities; at BT Securities request, taking up New Rights to which you may become entitled in relation to the Securities if failure to do so could mean that the Mortgaged Property could be lessened in value; if BT Securities exercises any power of sale or disposal of Mortgaged Property, doing everything in your power to enable such sale or disposal; and doing anything BT Securities stipulates to provide more effective security to BT Securities and its Related Bodies Corporate over the Mortgaged Property. Restrictions You must not: without BT Securities consent, deal with the Mortgaged Property (eg, dispose of any interest in the Mortgaged Property, or create a security interest over the Mortgaged Property); increase or allow to be increased the amount secured by a security interest over the Mortgaged Property; or do anything which could materially lessen the value of the 32 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

33 SECTION 7 Summary of Terms and Conditions (e) Mortgaged Property. Default If there is an event of default, BT Securities may manage, hold or otherwise appropriate the whole or any portion of the Mortgaged Property for its use or may sell or otherwise dispose of the whole or any portion of the Mortgaged Property and must take reasonable steps to obtain a reasonable price for the Mortgaged Property. For such purpose, BT Securities may exercise, close-out or dispose of all ETOs forming part of the Mortgaged Property. (f) Release BT Securities will execute a release of the Mortgaged Property on payment by you of all of the Secured Liabilities. 7.3 Client Agreement Terms The Client Agreement Terms do not apply to you if you have chosen a Broker other than the Default Broker in relation to your OEIL. (a) Instructions Any references in the Client Agreement Terms or in this IM to you instructing or directing the Default Broker are references to the Arranger by way of its representatives instructing or directing the Default Broker based on your instructions. You may from time to time instruct the Default Broker to buy or sell Securities and ETOs and the Default Broker shall rely and act upon those instructions. The Default Broker may establish and revise trading limits for each account. (b) Straight Through Processing The Default Broker may use Straight Through Processing, which is the processing of your order by a number of validation rules without necessarily involving manual intervention or review. (c) Right to refuse to trade The Default Broker may, acting reasonably, refuse to trade on your behalf at any time. The Default Broker accepts no liability for any losses incurred by you arising as a result of it declining your instructions. (d) Payment You must pay for all purchases using the trading service by the due settlement date. If by the settlement date shown on any contract note, the Default Broker has not received the relevant amounts due, you agree to pay the Default Broker a late settlement fee as notified to you from time to time to cover its costs arising from your failure to settle. In addition, the Default Broker may terminate its services or withdraw existing orders at any time without notice. In addition, the Default Broker may at any time call for payment of money or the provision of other security which it considers, in its sole and absolute discretion, appropriate in connection with the obligations that it incurs in respect of ETO contracts entered into for your account. You authorise the Default Broker to withdraw or apply funds, Securities or ETOs held on your behalf to satisfy such calls. If, in respect of ETO contracts, you fail to pay or provide security for amounts payable to the Default Broker, the Default Broker may do any or all of the following: (i) effect the close out of your ETOs; (ii) exercise your ETOs; or (iii) sell any Securities or ETOs in your Trading Account or held on your behalf, subject to the Loan Agreement Terms and Mortgage Terms. (e) Set-off The Default Broker may deduct all amounts owed by you from any credits, payments and other receipts from you or for your Trading Account as required for settlements or otherwise required by the ASX or other exchanges. (f) No advice You acknowledge that the Default Broker will not provide you with any legal, tax, financial or accounting advice, or advice regarding the suitability of any investment, and you represent and warrant that you will rely upon your own skill and judgement (or that of your independent financial adviser) when instructing the Arranger to place any order with the Default Broker to buy or sell Securities and ETOs on your behalf. (g) Liability and indemnity Subject to the law, the Default Broker makes no warranties with respect to the goods or services supplied under the Client Agreement Terms and excludes all liability relating to or resulting from use of the service. In any event, the Default Broker s liability shall be limited to the re-supply of the service. You indemnify the Default Broker and all of its officers, employees, agents, related parties and associates against any loss incurred by them as a result of your use of the service. (h) Commission disclosure The Default Broker may receive commissions from issuers of Securities and ETOs, suppliers of information services, banking services and clearing services in respect of the service provided to you. The Default Broker may retain any interest earned on your money held in its trust accounts prior to it being paid to you or in accordance with your instructions. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 33

34 SECTION 7 Summary of Terms and Conditions (i) Variation and Termination The Default Broker may vary the Client Agreement Terms at any time with 7 days prior notice. Your continued instructions to the Default Broker will constitute acceptance of that variation. If you breach a material condition, or commit a series of breaches of the Client Agreement Terms which, when taken together, are material, your access to the trading service or your Trading Account may be terminated immediately by the Default Broker. Upon termination, the Default Broker will close out your ETOs, unless you have provided it with an instruction to transfer your ETOs to another Participant. The Trading Account established under the Client Agreement terms will only be used in respect of OEILs. Where you have not held any OEILs for at least 6 months, the Default Broker will terminate your Trading Account by giving you 14 days written notice. (j) Participant Change Notice If the Default Broker issues a Participant Change Notice to the effect that the Default Broker will no longer be your Participant for trading Securities and ETOs (including where there is change from one Default Broker to the other), you may terminate the agreement or indicate that you wish to transfer the ETO to another participant. If no action is taken, the agreement will be novated to the new Participant notified in the Participant Change Notice. (k) Assignment The Default Broker may assign its rights and duties under the Client Agreement Terms to any person without giving prior notice to you where they have a legitimate interest in doing so and are of the opinion that the assignment will not cause any reasonably foreseeable detriment to you. You may not assign your rights and duties under the Client Agreement Terms without its prior written consent. 34 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

35 SECTION 8 Additional Information 8. Additional Information 8.1 Sponsorship BT Securities has a responsibility to explain CHESS sponsorship to you. When you sign the Application Form, you are acknowledging that this explanation has been given to you and that you understand this explanation. Please contact the OEILs sales team if you have any questions. What is CHESS? CHESS (an abbreviation of Clearing House Electronic Subregister System) is a paperless system that electronically records share ownership. Rather than share certificates, ownership is electronically recorded against an account in CHESS. CHESS is operated by the ASX Settlement Pty Ltd (ASX Settlement) in accordance with the ASX Settlement Operating Rules that all participants must abide by. What is a sponsorship agreement? In order to maintain a share holding on CHESS you must be sponsored by a controlling participant of CHESS. BT Securities is the Controlling Participant for the purpose of the Securities acquired or refinanced in connection with the OEILs. Investors may have more than one Controlling Participant, but no other Controlling Participant will be able to sponsor Securities acquired or refinanced under an OEIL. What does sponsorship mean? BT Securities establishes a CHESS holding in your name and controls it on your behalf, acting on your instructions or via contract notes received from the Broker; BT Securities converts any relevant existing Securities you hold to your CHESS holding; You appoint BT Securities to sponsor only those Securities acquired or refinanced under an Option Enhanced Investment Loan unless you and BT Securities agree otherwise; By signing the Application Form, you also agree that: you will not make any claim against the ASX Settlement or any companies in which the Securities are held that transfers were not authorised by you, or against the National Guarantee Fund; the ASX is not responsible for regulating or supervising our relationship with you. You should remember that all Securities held under the Sponsorship Agreement Terms are mortgaged to BT Securities under the Mortgage Terms. This means, for example, that you are not free to deal with the Securities otherwise than in accordance with the Terms and Conditions and the Securities may be sold to pay the balance of your Loan if an event of default occurs. 8.2 Potential conflicts of interest involving the Westpac Group You should be aware that entities in the Westpac Group may trade in the Securities, ETOs or other securities generally or to hedge their position. This trading may positively or negatively affect the price at which Securities or ETOs trade in the secondary market, and subsequently affect your ETO positions. You should be aware that entities in the Westpac Group may be Security and ETO brokers, as well as Security and ETO traders, who may buy or sell ETOs or Securities, warrants and other securities and may do so either as principal or agent. Further, entities in the Westpac Group may advise one or more of the issuers of the Securities (or other parties) in relation to activities unconnected with the issue of ETOs including general corporate advice, financing, funds management, property and other services. 8.3 Potential conflicts of interest involving AUSIEX. Part of the brokerage paid by you to AUSIEX as Default Broker will be paid to the Arranger. 8.4 National Guarantee Fund The National Guarantee Fund provides investors with protection in the following circumstances: If an ETO is exercised, the National Guarantee Fund guarantees completion of the resulting trades in certain circumstances; and If you have entrusted property to the Broker in the course of dealing in Securities or ETOs, and the Broker later becomes insolvent, you may claim on the National Guarantee Fund for any property which has not been returned to you or has not otherwise been dealt with in accordance with the Broker s obligations to you. For more information on the possible protections offered by the National Guarantee Fund see asx.com.au/products/ngf.htm. 8.5 Acknowledgement of Deed of Priority If you write Call ETOs over Securities which are subject to an OEIL, the Controlling Participant will deposit the Securities over which the Call ETO is written with ASX Clear as collateral to cover the risk of financial loss due to an adverse market movement. Under a Deed of Priority between ASX Clear and BT Securities, ASX Clear s security interest in the collateral has priority over BT Securities security interest. This includes BT Securities interest as mortgagee under the Mortgage Terms. You are required to sign an acknowledgement which is included in the Application Form regarding the Deed of Priority. A copy of the Deed of Priority can be obtained by contacting the OEILs sales team and is available for inspection at the offices of BT Securities. What statements will you get? ASX Settlement sends statements detailing any change to a CHESS shareholding to the relevant security holder each month. If there is no change, an annual statement will be sent instead. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 35

36 SECTION 8 Additional Information 8.6 Substantial holders, takeovers and associations Entering into an OEIL may have implications for you (particularly substantial holders) under Chapters 6, 6A and 6C of the Corporations Act. The precise implications depend on your particular circumstances. The following summary of the law as at the date of this IM is provided to assist you in identifying some of the practical obligations that may arise from entering into an OEIL. Your obligations will, however, be affected by your individual circumstances and you should obtain your own advice. As soon as you acquire a Security which is subject to an OEIL, you will have a relevant interest in the Security. Disclosure obligations (including obligations on substantial holders) and limitations on acquisitions, under Chapters 6, 6A and 6C of the Corporations Act, may (depending on your voting power in the Listed Entity) affect you in respect of acquiring, holding and disposing of the Security. 8.7 Foreign holders If you are a foreign person, you should be aware of the restrictions placed on foreign acquisitions and ownership of shares and units in Australian companies and trusts under the Foreign Acquisitions and Takeovers Act 1975 (Cth). The acquisition of Securities may affect your legal position under this Act. Foreign ownership of shares and units in Australian companies and trusts may also be restricted under other Commonwealth legislation, or under Commonwealth Government policy, for example in relation to Australian banks and other financial institutions, insurance companies and companies in the media and telecommunications sector. If you are a foreign person, you should seek your own independent legal advice as to the nature and applicability of these restrictions in the context of your OEIL. 8.8 Shareholding limits or restrictions Some Listed Entities may be subject to legislation which prescribes maximum shareholding limits for shareholders or other restrictions which may prohibit or limit the interests in that Listed Entity that you may acquire. You should inform yourself of the restrictions that may apply in the context of your OEIL. 8.9 Information about the Listed Entities and the Securities Information in this IM and any SIM relating to the Listed Entities and the Securities has been prepared by BT Securities using publicly available information only. Each of the Listed Entities is subject to continuous and periodic disclosure requirements under the ASX Listing Rules and the Corporations Act. Under the continuous disclosure regime, subject to certain exceptions, once a Listed Entity becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the Listed Entity s securities, then the Listed Entity must immediately disclose to ASX that information. Listed Entities are also subject to periodic disclosure requirements relating to the lodgement of half-year reports, preliminary final reports and annual reports. Continuous disclosure announcements and periodic reports are lodged with ASIC and ASX and are available from ASX s website at information service providers and generally the relevant Listed Entity s website. To obtain more information about these Listed Entities and their Securities, please consult with your licensed financial adviser or broker, visit ASX s website at or visit the relevant Listed Entity s website Anti-money laundering regulations Please be advised that in order for BT Securities to meet its regulatory and compliance obligations relating to anti-money laundering and counter terrorism financing, we will be increasing the levels of control and monitoring we perform. You should be aware that: transactions may be delayed, blocked or refused where we have reasonable grounds to believe that they breach Australian law or the law of any other country; where legally obliged to do so, we may disclose the information gathered to regulatory and/or law enforcement agencies. Upon entering into an OEIL, you agree: you are not and will not enter into any agreement with any entity in the Westpac Group under an assumed name; any funds used by you to enter into an agreement with any entity in the Westpac Group have not been derived from or related to any criminal activities; any payments received from any entity in the Westpac Group will not be used in relation to any criminal activities; you will provide us with additional information reasonably required from you by an entity in the Westpac Group; and any entity in the Westpac Group may obtain information about you or any beneficial owner of an interest in an agreement with any entity in the Westpac Group from third parties if we believe this is necessary to comply with any law. BT Securities may refuse to accept your Application, or decline to provide an OEIL to you, until it has satisfactorily concluded our customer identification procedures in relation to you. BT Securities may delay or refuse any request or transaction, including by terminating your OEIL early or by suspending the provision of an OEIL to you, if it is concerned that the request or transaction may cause it to contravene the AML/CTF Act. BT Securities will incur no liability to you if it does so. 36 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

37 SECTION 8 Additional Information 8.11 Dispute resolution procedure Problem resolution is a priority for each entity in the Westpac Group. A complaint resolution procedure has been established that aims to deal with complaints quickly and fairly. If you have a complaint about OEILs or any other of our financial services, please contact the OEILs sales team. If you remain dissatisfied with the outcome, you can refer your complaint to the following external organisation: Financial Ombudsman Service Phone Fax: (03) Internet: [email protected] ASIC also has a free call Infoline on , which you may use to make a complaint and obtain further information about your rights. ASX also has dispute resolution procedures in place. If you are not satisfied with our response to your complaint, you may wish to register your complaint with the ASX. If you wish to make a complaint you should complete an ASX Complaint Detail Form which is available from the ASX website at asx.com.au/about/ complaints%20.htm and return it to Customer Service, ASX Limited, PO Box H224, Australia Square, NSW, No cooling-off period No cooling-off rights apply to the provision of OEILs or the issue of ETOs. This means that you cannot withdraw your Application once it has been made Ethical considerations The Westpac Group does not take into account labour standards or environmental, social or ethical considerations when selecting, retaining or realising investments in connection with OEILs or ETOs Privacy and confidentiality compliance The Westpac Group Privacy Policy details its commitment to the protection of personal information. You may obtain a copy of our Privacy Policy at More specific information about how BT Securities handles your personal information is in the Application Form, which forms part of this IM. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 37

38 SECTION 9 Glossary 9. Glossary In this IM, the following definitions apply unless the context requires otherwise. ABN means Australian Business Number. AFSL means Australian Financial Services Licence. AML/CTF Act means the Anti-Money Laundering and Counter- Terrorism Financing Act 2006 (Cth). Applicant means a person who makes an Application. Application means an application to BT Securities for an OEIL in accordance with the Terms and Conditions. Application Form means a form attached to this IM or such other form as BT Securities agrees to accept. Approved Financial Products has the meaning given to it in the ASX Settlement Operating Rules. Arranger means Westpac Securities in its capacity as arranger of the ETOs and the Securities under the Loan Agreement Terms. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited (ABN ) or the financial market conducted by ASX Limited, as the context requires. ASX Clear means ASX Clear Pty Limited (ABN ). ASX Clear Operating Rules means the operating rules of ASX Clear. ASX Listing Rules means the listing rules of ASX. ASX Operating Rules means the operating rules of ASX. ASX Settlement means ASX Settlement Pty Limited (ABN ). ASX Settlement Operating Rules means the operating rules of the clearing and settlement facility operated by ASX Settlement. ATO means the Australian Taxation Office. AUSIEX means Australian Investment Exchange Limited (ABN ) (AFSL ). Broker means the Default Broker or any other broker nominated by you and agreed by BT Securities to provide services to you in relation to OEILs. BT Securities means BT Securities Ltd (ABN ). Business Day has the meaning given in the ASX Operating Rules. Call ETO means an ETO that gives a person the right, but not the obligation, to buy the underlying Security at the Exercise Price on or before a fixed Expiry Date. CHESS means the Clearing House Electronic Subregister System. Client Agreement Terms means that part of the Terms and Conditions under which you and the Default Broker may agree to deal in Securities and ETOs. Collateral Loan means each loan provided by BT Securities under the Facility in respect of the cash margin required to be lodged with ASX Clear in between the date of purchase of the Call ETOs over the Securities and the date of lodgement of those Securities with ASX Clear, or as required by the Default Broker. Confirmation Notice means a notice sent to you by BT Securities or its agent or nominee confirming a Securities Loan. Controlling Participant has the meaning given in the ASX Settlement Operating Rules. Corporate Action has the meaning given in the ASX Settlement Operating Rules. Corporations Act means the Corporations Act 2001 (Cth). Deed of Priority means the Deed of Priority between ASX Clear and BT Securities. Default Broker means AUSIEX or such other entity appointed by you and agreed to by BT Securities. Dividend means a dividend, distribution or any cash payment (including returns of capital) in respect of the Securities. Equity Component means the difference between the aggregate Exercise Price of the Put ETOs and the net purchase price of the Securities. ETO means exchange traded option. Exercise Price means the price at which the Taker of an ETO may buy or sell the underlying Security. Expiry Date means the last day on which an ETO may be exercised. Financial Product has the meaning given in the ASX Settlement Operating Rules. Fixed Interest Break Costs means the break costs payable to BT Securities in connection with the early repayment of a Loan, as set out in Section 4.3 of this IM. IM means this document which is an information memorandum dated 7 March Listed Entity means an entity (including a trust) listed on the ASX, the Securities of which are the subject of OEILs. Loan means each Securities Loan and Collateral Loan. Loan Agreement Terms means the terms on which BT Securities makes available Loans to you. Loan Amount means the amount of the Loan. Loan Per Security means, in relation to a Securities Loan, the dollar amount of the Securities Loan for those Securities divided by the number of those Securities. Mortgaged Property has the meaning given to that term in clause 4 of the Mortgage Terms. Mortgage Terms means the terms of the mortgage given by you under the Terms and Conditions. New Rights means: (a) any right, title and interest that you may have in all money, dividends, interest, allotments, offers, benefits, privileges, rights, bonuses, shares, debentures, distributions or rights to take up marketable Securities; 38 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

39 SECTION 9 Glossary (b) your rights consequent on any conversion, redemption, cancellation, reclassification, forfeiture, consolidation or subdivision; or (c) your rights consequent on a reduction of capital, liquidation or scheme of arrangement, in connection with the Mortgaged Property, including but not limited to the proceeds of any exercise or disposal of the Mortgaged Property. OEIL means an Option Enhanced Investment Loan. Participant Change Notice has the meaning given in the ASX Settlement Operating Rules. Participant Sponsored Holding has the meaning given in the ASX Settlement Operating Rules. Premium means the amount agreed by the Taker and the Writer of an ETO for the Taker to acquire the ETO. Put ETO means an ETO that gives a person the right, but not the obligation, to sell the underlying Security at the Exercise Price on or before a Expiry Date. Related Body Corporate has the meaning given to that term in section 50 of the Corporations Act. Rollover Date means, in relation to a Put ETO, the Expiry Date of the Put ETO. Secured Liabilities means all liabilities secured under a Loan under the Terms and Conditions. Securities Loan means each loan made by BT Securities in respect of a parcel of Securities of an entity to a successful applicant under the Terms and Conditions. Security means a share or other security over which ETOs can be traded, as selected by ASX Clear and agreed to by BT Securities. SIM means each Supplementary Information Memorandum to this IM. Sponsorship Agreement Terms means that part of the Terms and Conditions under which you agree to appoint BT Securities as Controlling Participant. Taker means the purchaser of an ETO. Tax includes any tax, including goods and services tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a government or government agency, and any related interest, penalty, charge, fee or other amount. Tax Act means the Income Tax Assessment Act 1997 (Cth), the Taxation Administration Act 1953 (Cth), and the operative provisions of the Income Tax Assessment Act 1936 (Cth), each as amended from time to time, and any successor legislation. Terms and Conditions means the terms and conditions set out in Section 10 of this IM. TFN means Tax File Number. Trading Account means, if your Broker is the Default Broker, your trading facility with the Default Broker for the OEILs. Westpac means Westpac Banking Corporation (ABN ) (AFSL ) and, where relevant, includes any member of the Westpac Group. Westpac Securities means the trading name of Westpac Securities Limited (ABN ). Westpac Group means Westpac and its related bodies corporate and entities controlled or managed by Westpac and their related bodies corporate. Westpac Securities Limited means Westpac Securities Limited (ABN ) (AFSL ). Writer means the seller of an ETO. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 39

40 SECTION 10 Terms and Conditions 10. Terms and Conditions IMPORTANT This Section contains the Terms and Conditions of your Option Enhanced Investment Loan. When you sign the Application Form, you are confirming that you have read, understood and accepted, and agree to be bound by: the Loan Agreement Terms; the Mortgage Terms; the Client Agreement Terms; and the Sponsorship Agreement Terms, and that you (by your attorney) have entered into these agreements. Please read these Terms and Conditions and retain them in a safe place for future reference. Please note that these Terms and Conditions as they relate to the Client Agreement Terms only apply where you choose to use the Default Broker. Please contact BT Securities if you wish to appoint another Broker. BT Securities will need to determine whether it has arrangements in place to deal with that Broker, and whether the Broker is otherwise acceptable (in BT Securities absolute discretion). Loan Agreement Terms 1. Definitions and parties 1.1 The General Terms form part of these Loan Agreement Terms. 1.2 You, Westpac Securities and BT Securities are the parties to this agreement. 2. Appointment of Westpac Securities as Arranger 2.1 You appoint Westpac Securities and its representatives to arrange for the acquisition, purchase, disposal or sale of ETOs and Securities from time to time on your behalf in accordance with these Loan Agreement Terms. 3. Conditions 3.1 BT Securities need not lend under this Facility. The other clauses of this Facility are subject to this. 3.2 Before BT Securities lends you any amount that you borrow under this Facility, you must: (a) have paid any fees that BT Securities may require; and (b) if you are a trustee borrower, have provided BT Securities with: (i) a copy of the trust deed for the relevant trust fund, certified to be a true copy; and (ii) any other information or certificates reasonably required by BT Securities, in each case, that is satisfactory to BT Securities. 3.3 BT Securities need not make any Loan to you until you have paid all interest in advance, the Premium, brokerage, stamp duty and fees and charges (as applicable) in relation to all requested Loans as required by these Loan Agreement Terms. 3.4 The minimum amount of each Securities Loan is $100,000 unless BT Securities agrees otherwise. 4. Borrowing 4.1 If you want a Securities Loan from BT Securities under this Facility, you, or your representative, must make a request to BT Securities by not later than 11.00am Sydney time on the date on which you intend the Securities to be provided (or such other time as agreed by BT Securities), which must be a Business Day. 4.2 A request under clause 4.1 must be in writing. However, BT Securities may decide, in its discretion, that it is acceptable for you to provide it by other means. 4.3 If you sell any call ETOs in accordance with clause 8.1, you will be taken to have consented to BT Securities providing you with a loan under the Facility in respect the cash margin required to be lodged with ASX Clear in between the date of purchase of the Call ETOs over the Securities and the date of lodgement of those Securities with ASX Clear, or as required by the Default Broker (each, a Collateral Loan). 4.4 BT Securities may from time to time, but is not obliged to, provide you with a Collateral Loan. 5. Borrowings to purchase Securities 5.1 Each Securities Loan under this Facility must be used for the purpose of purchasing Securities of the same kind or refinancing Securities of the same kind, unless BT Securities specifies otherwise. BT Securities must approve the Securities to be purchased or refinanced. 5.2 BT Securities may determine the maximum number of different kinds of Securities which may be purchased with Securities Loans. 5.3 If BT Securities receives a request under clause 4.1, you are taken to declare that you have read the IM 40 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

41 SECTION 10 Terms and Conditions and any SIM, and agree to be bound by these Loan Agreement Terms. 5.4 Unless otherwise caused by the fraud or gross negligence of BT Securities, BT Securities is not liable for any loss or penalty incurred as a result of it refusing, for any reason, to lend you money. 5.5 You are taken to have authorised Westpac Securities to instruct the Broker to acquire Securities on your behalf. The Securities Loan to acquire those Securities will be drawn down on the date of settlement of the acquisition of those Securities by direct payment to BT Securities. You must pay to Westpac Securities (or, if requested by Westpac Securities, the Broker) any difference between the purchase price of the Securities and the Securities Loan, and all brokerage and Taxes in relation to the purchase of the Securities, by no later than the settlement date for the purchase of those Securities. 5.6 The Securities will be acquired in your name. 6. Put ETO condition 6.1 It is a condition of any Securities Loan that you acquire Put ETOs in respect of each Security to be acquired with the Securities Loan. 6.2 A request under clause 4.1 is taken to be a request to Westpac Securities to arrange for the Broker to acquire those Put ETOs in respect of the Securities the subject of that request. 6.3 On request by the Broker, you or your representative must immediately pay to the Broker the Premium for the Put ETOs notified to you by the Broker. 6.4 The Put ETOs will be subject to the mortgage under the Mortgage Terms. 6.5 A Securities Loan will only be given if, assuming the Securities Loan was given, the Loan Per Security would not exceed the Exercise Price under the Put ETOs for those Securities. 7. Interest 7.1 You must pay all interest payable in respect of a Securities Loan in advance, on or before the date the Securities Loan is drawn down or, in the case of a Securities Loan that is extended under clause 12 or 13, on the date that the Securities Loan is extended, unless BT Securities agrees otherwise. 7.2 The amount of interest payable on each Securities Loan is the amount agreed between BT Securities and you and notified to you in the Confirmation Notice. 7.3 If a Securities Loan is repaid prior to its Repayment Date, BT Securities will refund the appropriate portion of prepaid interest on the Securities Loan after deduction of the amount (if any) which BT Securities determines to be its Fixed Interest Break Costs. 7.4 You must pay any interest on any Collateral Loan on demand at the interest rate specified by BT Securities which may change from time to time. 7.5 Interest on each Collateral Loan will be calculated from and including the day on which BT Securities first makes a Collateral Loan. Interest on each Collateral Loan accrues each day and is calculated at the end of each day using a 365 day year. 8. Call ETOs 8.1 You may at any time during the term of a Securities Loan sell Call ETOs over the Securities through the Broker. However, any sale of Call ETOs requires BT Securities prior consent and: (a) the total number of Securities covered by the sold Call ETOs must not exceed the total number of Securities for that Securities Loan; (b) the Exercise Price of any Call ETO sold must be greater than or equal to the Exercise Price of the Put ETO over the Security covered by that Call ETO; and (c) the Expiry Date of any Call ETO sold must not be later than the Expiry Date of the Put ETO over the Security covered by that Call ETO. 8.2 Any premiums received upon selling any Call ETOs held in association with the Securities will be subject to the mortgage under the Mortgage Terms. 8.3 You will be required to provide collateral (in the form of cash or Securities) to ASX Clear in respect of any Call ETOs that you sell over the Securities. 8.4 Each Collateral Loan will be drawn down on the date on which you sell any Call ETOs over the Securities. 8.5 BT Securities will use its best endeavours to apply any collateral returned by ASX Clear to repay each Collateral Loan. 8.6 If the collateral returned by ASX Clear is insufficient to repay the Collateral Loan, the outstanding balance of the Collateral Loan is payable on demand. 9. Term 9.1 The term for each Securities Loan ends on the Repayment Date, which is the third Business Day after the Expiry Date of the Put ETOs over the Securities for that Loan. 9.2 The minimum term for each Securities Loan is one month. 9.3 The term for a Securities Loan may be extended in accordance with clauses 12 and The term of each Collateral Loan ends when the cash margin is no longer required by ASX Clear or the Default Broker. 10. Early termination 10.1 You can terminate a Securities Loan before the expiration of the term on the following conditions: (a) BT Securities approves the early termination (such approval not to be unreasonably withheld); and (b) you pay any associated Fixed Interest Break Costs. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 41

42 SECTION 10 Terms and Conditions 10.2 On satisfaction of the conditions, Westpac Securities will procure: (a) the repurchase of any Call ETOs sold over the Securities in respect of that Securities Loan; and (b) the sale of the Securities or exercise of the Put ETOs in respect of the Securities Loan, the proceeds from such sale or exercise being used to repay the Securities Loan. 11. Options on expiry 11.1 You must notify Westpac Securities which of the following options you wish to choose for each Securities Loan and the Securities for that Loan not later than 11.00am Sydney time (or such other time as agreed by BT Securities) on the Expiry Date under the Put ETOs: (a) you will repay the Securities Loan out of the proceeds of the sale of the Securities; (b) you will repay the Securities Loan out of your own funds; (c) you will repay the Securities Loan out of the proceeds of refinancing the Securities Loan; or (d) you will rollover the Securities Loan (if available) If you do not notify Westpac Securities under clause 11.1, you will be taken to have elected that clause 11.1(a) is to apply Where clause 11.1(a) applies to a Securities Loan, Westpac Securities will procure the sale of the Securities acquired with that Securities Loan. The Securities will be sold by either: (a) exercising the Put ETOs over the Securities; or (b) selling the Securities on the ASX, whichever Westpac Securities determines is likely to provide the higher sale price. The proceeds of sale (net of any fees, Taxes and other costs of sale) (Sale Proceeds) will be used by Westpac Securities to pay the Secured Liabilities and any amount remaining will be paid to you. Your liability to repay the Securities Loan is limited to the Sale Proceeds arising under paragraphs (a) or (b) Where you have elected clause 11.1(b) to apply, you must repay the Securities Loan in full by 11.00am Sydney time (or such other times as agreed by BT Securities) on the Repayment Date by payment in cleared funds. If BT Securities does not receive payment in full by that time, you will be taken to have notified Westpac Securities that clause 11.1(a) is to apply to that Securities Loan Where you have elected clause 11.1(c) to apply, you must take all steps necessary to ensure that a refinancing of the Securities Loan is available by 11.00am Sydney time (or such other time as agreed by BT Securities) on the Repayment Date and you must repay the Securities Loan by that date. These steps include, but are not limited to, signing all relevant documentation and paying all relevant fees, costs and expenses. If BT Securities does not receive payment in full by that time, you will be taken to have notified Westpac Securities that clause 11.1(a) is to apply to the Securities Loan A notice given under clause 11.1 or taken to be given under clauses 11.2, 11.4 or 11.5 is irrevocable. 12. Rollover 12.1 Where you have elected clause 11.1(d) to apply, you may rollover the Securities Loan by extending the term of the Securities Loan, subject to the terms of this clause 12 and the consent of BT Securities In order for a Securities Loan to be extended, you must purchase Replacement Put ETOs over the Securities for that Securities Loan before 11.00am Sydney time on the Expiry Date of the Put ETOs which applied before the Rollover Date or such other time as agreed by BT Securities The extended term will end on the third Business Day after the Expiry Date of the Replacement Put ETOs If the Exercise Price under the Replacement Put ETOs is or would be: (a) greater than the Loan Per Security, you may either: (i) with the consent of BT Securities, drawdown an additional Securities Loan for the same extended term, provided that the Loan Per Security immediately after the additional Securities Loan is made does not exceed the Exercise Price under the Replacement Put ETOs; or (ii) hold Replacement Put ETOs in relation to less than all the Securities for that Securities Loan. In that event, BT Securities will release Securities for the Securities Loan from the mortgage under the Mortgage Terms, but only to the extent that immediately after such release, the Loan Per Security does not exceed the Exercise Price under the Replacement Put ETOs; or (b) less than the Loan Per Security, you must repay the Securities Loan on the Rollover Date in such an amount that the Loan Per Security does not exceed the Exercise Price under the Replacement Put ETOs Where you rollover a Securities Loan under this clause 12, these Loan Agreement Terms apply to the Securities Loan and any additional Securities Loan made under 12.4(a)(i) in respect of that Loan as if: (a) where an additional Securities Loan has been made under clause 12.4(a)(i), a reference to the Securities Loan were to the Securities Loan and the additional Securities Loan; (b) references to the Put ETOs were references to the Replacement Put ETOs; (c) for the purposes of clause 7, the Securities Loan (and any such additional Securities Loan) were drawn down on the Rollover Date; and (d) the term of the Securities Loan (and any such additional Securities Loan) is the period of the extended term. 42 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

43 SECTION 10 Terms and Conditions 13. Rolling up and rolling down a Put ETO position 13.1 Subject to the terms of this clause 13, you may at any time during the term of a Securities Loan and with the consent of BT Securities and Westpac Securities roll up or roll down a Put ETO position by selling the Put ETOs (the Previous Put ETOs) and purchasing Replacement Put ETOs over the same Securities with: (a) in the case of rolling up a Put ETO position, a higher Exercise Price than the Exercise Price of the Previous Put ETOs; and (b) in the case of rolling down a Put ETO position, a lower Exercise Price than the Exercise Price of the Previous Put ETOs You must purchase the Replacement Put ETOs over the Securities for that Securities Loan before 11.00am Sydney time (or such other time as agreed by BT Securities) on the date on which the Previous Put ETOs are sold If you roll up or roll down a Put ETO position, the term of the Securities Loan for the Securities covered by the Previous Put ETOs must be extended in accordance with clauses 13.4 to The extended term of the Securities Loan will end on the third Business Day after the Expiry Date of the Replacement Put ETOs If the Exercise Price under the Replacement Put ETOs is or would be: (a) greater than the Loan Per Security, you may either: (i) with the consent of BT Securities, drawdown an additional Securities Loan for the same extended term, provided that the Loan Per Security immediately after the additional Loan is made does not exceed the Exercise Price under the Replacement Put ETOs; or (ii) hold Replacement Put ETOs in relation to less than all the Securities for that Securities Loan. In that event, BT Securities will release Securities for the Securities Loan from the mortgage under the Mortgage Terms, but only to the extent that immediately after such release, the Loan Per Security does not exceed the Exercise Price under the Replacement Put ETOs; or (b) less than the Loan Per Security, you must repay the Securities Loan on the date on which the Previous Put ETOs are sold in such an amount that the Loan Per Security does not exceed the Exercise Price under the Replacement Put ETOs Where you roll up or roll down a Put ETO position under this clause 13, these Loan Agreement Terms apply to the Securities Loan, and any additional Securities Loan made under clause 13.5(a)(i) in respect of that Securities Loan as if: (a) where an additional Securities Loan has been made under clause 13.5(a)(i), a reference to the Securities Loan were to the Securities Loan and the additional Securities Loan; (b) references to the Put ETOs were references to the Replacement Put ETOs; (c) for the purposes of clause 7, the Securities Loan (and any such additional Securities Loan) were drawn down on the date on which the Previous Put ETOs settled; and (d) the term of the Securities Loan (and any such additional Securities Loan) is the period of the extended term You must pay BT Securities on demand any Fixed Interest Break Costs associated with rolling up or rolling down a Put ETO position. 14. Power of attorney 14.1 You appoint BT Securities (and each person BT Securities appoints from time to time as its authorised officer) separately as your attorneys. You may not revoke these appointments. Each attorney may act independently or together. If BT Securities asks, you must formally approve anything an attorney does under clause An attorney may, acting reasonably and exercising due care, skill and diligence: (a) do anything which you may lawfully authorise an attorney to do in connection with this Facility, the Mortgaged Property, and any property to become part of the Mortgaged Property (including, without limitation, executing deeds, selling, redeeming, or otherwise dealing with the Mortgaged Property; starting, conducting and defending legal proceedings; applying proceeds of a dealing with the Mortgaged Property to repay all or part of the total amount owing; and executing any of the documents and doing any of the acts referred to in these Loan Agreement Terms); and (b) delegate its powers (including this power) and revoke a delegation; and (c) exercise its powers even if this involves a conflict of duty or they have a personal interest in doing so, acknowledging that there is a conflict of interest, and giving preference to your interests; and (d) exercise its powers regardless of whether you are in default Without limiting clause 14.2, an attorney may execute any document or do any act in connection with: (a) any notification to a share, unit or other registry of a change of registration details (including the registered name) of any of your Securities to correspond with the details advised by you to BT Securities from time to time; (b) any transfer form or other document, in relation to any Securities or ETOs for the purpose of transferring those Securities or ETOs to or from BT Securities; (c) any document which relates in any way to your Securities or entitlements that form part of the Mortgaged Property or that are otherwise related to this Facility, including: OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 43

44 SECTION 10 Terms and Conditions (i) directions to a company or share, unit or other registry as to the address for payment of entitlements; and (ii) any application for the issue of duplicate share or unit certificates or other documents evidencing title pursuant to section 1070D of the Corporations Act in respect of Securities; (iii) any notice in relation to the application for, transfer, redemption or replacement of units, directed to a trustee, manager or responsible entity of any trust in which you are or propose to be a unitholder; (iv) stamping and registering any documents; or (d) any Collateral Loan In the absence of fraud or gross negligence on the part of BT Securities or any other attorney, neither BT Securities nor any other attorney are liable for any loss or penalty incurred as a result of: (a) the exercise by an attorney of their powers; or (b) the attorneys not exercising their powers or delaying in exercising their powers In the absence of fraud or gross negligence on the part of the attorney, you are responsible to each attorney for, and you must therefore pay each attorney on demand for, any loss or costs, duties and other expenses they suffer or incur in exercising powers under this power of attorney. 15. General declarations and undertakings 15.1 You declare and undertake that: (a) you are able to enter into this Facility and you are expressed to be a party and give it full force and effect; (b) you are not aware of any situation which has caused, or might reasonably be expected to cause, you to be in default; (c) if you are a company, you have not and will not breach any of the Corporations Act provisions which regulate the giving of financial benefits to related parties (including Chapter 2E) by virtue of the transactions contemplated in this Facility; (d) unless BT Securities consents, any Securities, ETOs, Dividends or other entitlements or property which are, or which are proposed to be, mortgaged to BT Securities are and will during the term be free of any other Security Interest (other than the interest of ASX Clear in Mortgaged Property provided as collateral for a sold Call ETO) and no person (other than you, BT Securities, and, if you have told BT Securities in writing that you enter into this Facility as trustee, the beneficiaries of the trust) has any interest in them; (e) you agree that you will not create or allow to exist any other interest (including a Security Interest) over any securities or entitlements which form part of the Mortgaged Property unless BT Securities consents; (f) in the absence of fraud or gross negligence on the part of BT Securities, you have not entered into this Facility or applied for any Security in reliance on, or as a result of, any statement or conduct of any kind by or on behalf of BT Securities or any person related to BT Securities; (g) BT Securities is not obliged to do anything (including disclosing anything or giving advice), except as expressly set out in this Facility; (h) BT Securities is not responsible to you for any action of or failure to act by any responsible entity, manager, trustee or administrator of any trust in which you have purchased any units or interests or for any breach by any of them of any obligation under any documents relating to that trust; and (i) any representative is acting as your agent and not as agent for BT Securities Each of the declarations and undertakings made in clause 15.1 continues after you sign the Application Form, and you must tell BT Securities if anything happens which would prevent you from truthfully repeating any one or more of the declarations at any time during the term. 16. Trustee declarations and undertakings 16.1 If you are a trustee of a trust and are executing this Facility in that capacity: (a) you declare that: (i) you are the only trustee of the trust, the trust has been properly constituted and the trust deed is valid and enforceable; (ii) no action has been taken, or has been proposed, to remove you as trustee of the trust, or to appoint additional or alternative trustees; (iii) all necessary resolutions have been duly passed and all consents, approvals and other procedural matters have been obtained or attended to as required by the trust deed; (iv) you have given BT Securities true copies of the trust deed and other documents relating to the trust which contain all the terms of the trust; (v) you have the power to sign this Facility, perform your obligations under it, and allow it to be enforced; (vi) you have signed this Facility in your capacity as trustee, and for the benefit of the beneficiaries of the trust; (vii) you have the right to be indemnified out of the trust fund for all of the obligations you incur under this Facility, and the trust fund is sufficient to cover your right of indemnity; (viii) no action has been taken, or proposed, to terminate the trust or revoke any of your powers and (as far as you are aware) no-one intends to take any such action; 44 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

45 SECTION 10 Terms and Conditions (ix) (x) (xi) BT Securities rights under this Facility have priority over the interests of the beneficiaries of the trust; no property of the trust has been resettled or set aside or transferred to any other trust or trusts; and any Securities, ETOs, Dividends or other entitlements or property which are to be mortgaged under the Mortgage Terms are held by you as trustee of the trust; and (b) you agree to: (i) exercise your right of indemnity from the trust fund (and beneficiaries if you need to) in order to meet your obligations under this Facility; (ii) do everything you have to do as trustee of the trust in particular, to perform your obligations under this facility; (iii) not do anything as trustee of the trust which may adversely affect your obligations to BT Securities or cause you to lose your right of indemnity out of the trust fund; (iv) ensure that the trust is not terminated, you do not retire or cease to act as trustee of the trust and are not replaced or removed, no new trustee is appointed and the terms of the trust deed are not otherwise varied; and (v) at the request of BT Securities, provide BT Securities with a solicitor s certificate (in the form supplied by BT Securities) which provides BT Securities with details of the trust Each of the declarations made in clause 16.1 continues after you sign this Facility, and you must tell BT Securities if anything has happened which would prevent you from truthfully repeating any one or more of the declarations at any time during the term. 17. Further Acts 17.1 If BT Securities requests you to execute any documents or do any act in the future, you must do so, if it is reasonably required for the purpose of: (a) better mortgaging the Mortgaged Property to BT Securities; (b) registering BT Securities as the holder of the Mortgaged Property; (c) ensuring the fulfilment of your declarations, undertakings and obligations under this Facility; or (d) granting to BT Securities the rights and powers that this Facility is intended and appears to grant to BT Securities. 18. Corporate Actions 18.1 Without limiting clause 20.2, if a Corporate Action occurs, or a proposal to undertake a Corporate Action is announced to the ASX, that could affect the Securities, BT Securities may, in its absolute discretion: (a) require you to take such action in relation to the Securities or any other securities issued by a Listed Entity or a corporation that you acquire as a result of a Corporate Action by the Listed Entity, as BT Securities considers appropriate to preserve the value of its Security Interest; (b) require the sale of the Securities or rights that are created or affected as a result of the Corporate Action. Any proceeds received from such a sale may be required by BT Securities to be deposited in an account which is subject to the Mortgage Terms for the benefit of BT Securities in relation to the Facility or used to purchase Securities, in addition to the existing Securities; or (c) require you to transfer legal title to the Securities, securities or rights that are created or affected as a result of the Corporate Action to BT Securities or BT Securities nominee provided that the terms of that nominee arrangement ensure that you remain absolutely entitled to the Securities, securities or rights that are created or affected as a result of the Corporate Action If BT Securities exercises its rights under clause 18.1 above: (a) BT Securities may execute on your behalf as your attorney any documents it thinks appropriate; (b) you direct BT Securities to do, or to refrain from doing, anything it determines including but not limited to applying any money held by it in or towards the satisfaction of any amount that you owe BT Securities If pursuant to clause 18.1(c) the legal title to the Securities, securities or rights that are created or affected as a result of the Corporate Action is transferred to BT Securities or BT Securities nominee, those Securities, securities or rights must be held by BT Securities or BT Securities nominee on terms to the following effect: (a) legal title to the Securities, securities or rights that are created or affected as a result of the Corporate Action will be transferred back to you, or will be otherwise dealt with on your behalf, as soon as BT Securities determines that the risk to its security interest (that arose because of the Corporate Action) has been alleviated; and (b) BT Securities or BT Securities nominee will do, or to refrain from doing, anything it determines including (but not limited to): (i) arranging the deposit of documents of title for Securities it holds with BT Securities; (ii) appointing BT Securities and any officer or employee of BT Securities or its Related Bodies Corporate as its attorney for the purposes of perfecting or exercising its rights or powers; or (iii) applying any money held by it in or towards the satisfaction of any amount that you owe OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 45

46 SECTION 10 Terms and Conditions BT Securities or BT Securities nominee, provided that in doing so (or refraining from doing so), BT Securities or BT Securities nominee does not affect your absolute entitlement to the Securities, securities or rights that are created or affected as a result of the Corporate Action BT Securities or BT Securities nominee must, prior to receiving legal title to any Securities, securities or rights under this clause 18, by deed poll declare it will hold the legal title to any Securities, securities or rights transferred to it under this clause 18 in accordance with clause You direct BT Securities or BT Securities nominee to do, or refrain from doing each thing contemplated by clause Indemnities 19.1 You indemnify each entity in the Westpac Group against any losses or costs they suffer or incur as a result of: (a) any default by you under these Terms and Conditions occurring; (b) any entity in the Westpac Group performing their obligations under this Facility; (c) any inaccuracy in, or breach of, any of the undertakings, representations or covenants that you give; and (d) any omission made by you in any certificate or declaration delivered or any verbal or written statement made by you (or on your behalf), whether prior to entering into this Facility, or under any of the terms of this Facility You must pay any entity in the Westpac Group on demand for any losses or costs that it suffers or incurs as a result of any of the events in clause You or your representative may give notices or instructions to BT Securities and Westpac Securities by telephone, fax, or other electronic means, and BT Securities and Westpac Securities are authorised to act on those notices or instructions. However, if it appears on the face of the notice or instruction that the notice or instruction was not authorised by you, BT Securities and Westpac Securities may elect not to act on that notice or instruction until confirmed in writing signed by you. BT Securities and Westpac Securities are entitled to assume that any telephone notice or instruction (or a notice given by other electronic means) is from the person it purports to be from, and that any fax, notice or instruction has been validly given if it appears on its face to be valid, even though it may be invalid for any reason, including fraud or forgery. Unless it appears on its face to be unauthorised, neither BT Securities or Westpac Securities are obliged to investigate the validity of any notice or instruction, and will not be liable for any action or omission to act as a consequence of an invalid notice or instruction. You must pay BT Securities and Westpac Securities for any loss or cost either of them incurs as a consequence of accepting a purported notice or instruction from you or your representative by telephone, fax or other electronic means These indemnities are continuing obligations, independent of your other obligations under this Facility. They continue after termination of the Facility and after BT Securities releases the Mortgaged Property from the mortgage under the Mortgage Terms. It is not necessary for BT Securities or Westpac Securities to incur any expense before either of them act to enforce the indemnities you have given them. 20. Termination 20.1 BT Securities may terminate this Facility and you must as soon as reasonably possible repay the total amount owing under the Loans, together with all other moneys owing, upon the occurrence of any of the following events: (a) you fail to perform or observe a material obligation, or display a continued pattern of breaches which, when taken together, are material under these Loan Agreement Terms, the Mortgage Terms or any other agreement with BT Securities, Westpac Securities, the Broker or any Related Body Corporate of BT Securities or Westpac Securities; (b) where you are a natural person, you become bankrupt or commit an act of bankruptcy within the meaning of the Bankruptcy Act 1966 (Cth), die or become of unsound mind or subject to any legal disability or incapacity; (c) where you are a body corporate, you become unable (or are deemed to become unable) to pay your debts as and when they fall due or a liquidator, provisional liquidator, administrator or similar officer has been appointed to the person or any of its undertaking or property; (d) any other event occurs or circumstances arise, financial or otherwise which in BT Securities reasonable opinion is likely to materially and adversely affect your ability to perform or meet all or any of your obligations under these Loan Agreement Terms; or (e) any provision of the Loan Agreement or any security you have created is or becomes void, voidable or defective and, in BT Securities reasonable opinion, has a material effect on the interests of BT Securities Without limiting clause 18, a Securities Loan will become due and payable on BT Securities demand made at any time on or after the date upon which, as determined by BT Securities: (a) the Securities acquired with that Securities Loan become subject to a takeover offer, a proposal for reconstruction or cancellation or any proposal which adversely affects the interests of BT Securities in or in relation to the Securities; or (b) the Securities acquired with that Securities Loan cease to be quoted on the ASX or are suspended from quotation for a period of one week or more. 46 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

47 SECTION 10 Terms and Conditions 20.3 Where BT Securities makes a demand under clause 20.2, but you fail to pay the Securities Loan as soon as reasonably possible in full after receiving a demand for payment, BT Securities may exercise its rights under the Mortgage Terms to dispose of, or otherwise deal with, the Securities or of the Mortgaged Property Neither BT Securities nor Westpac Securities, acting reasonably, is obliged to take any action, and they will not be liable if they delay in taking any action BT Securities need not give you any notice or demand or allow time to elapse before exercising a right under this Facility or conferred by law (including a right to sell, or otherwise deal) unless the notice, demand or lapse of time is required by law and cannot be excluded If law requires that a period of notice must be given or a lapse of time must occur or be permitted before a right under this Facility or conferred by law may be exercised, then: (a) when a period of notice or lapse of time is mandatory, that period of notice must be given or that lapse of time must occur or be permitted by BT Securities; or (b) when law provides that a period of notice or lapse of time may be stipulated or fixed by this Facility, then one day is stipulated and fixed as that period of notice or lapse of time including, if applicable, as the period of notice or lapse of time during which: (i) a default must continue before a notice is given or requirement otherwise made for payment of the total amount owing or the observance of other obligations under this Facility; and (ii) a notice or request for payment of the total amount owing or the observance of other obligations under this Facility must remain not complied with before BT Securities may exercise its rights. Subject to the law any notice and/or demand may be given orally (including by telephone) if BT Securities decides that is appropriate BT Securities and Westpac Securities may exercise a right or remedy or give, or refuse, their consent in any way that they consider reasonably appropriate (including by imposing conditions), and they do not have to give you reasons why they act in the way that they do If either BT Securities or Westpac Securities do not exercise a right or remedy fully or at a given time, they can still exercise it later BT Securities and Westpac Securities s rights and remedies under this Facility are in addition to other rights and remedies provided by law. BT Securities and Westpac Securities may enforce their rights and remedies in any order that they choose. 21. Payments 21.1 Settlement of all payments between you and BT Securities will be by direct credit to and direct debit from the bank account nominated by you in writing from time to time. This must be the same bank account which you have nominated in any current direct debit authority which you have signed for the purposes of trading in ETOs You must pay BT Securities the total amount owing in full without setting off amounts you believe BT Securities owes you, and without counterclaiming amounts from BT Securities If the law requires you to make a deduction or withholding (such as for taxes) from any amount you pay BT Securities, then: (a) you must comply with that law and give BT Securities receipts to show that you have done so; (b) you must pay BT Securities additional amounts so that, after making all necessary deductions or withholdings (including from additional amounts payable under this clause), BT Securities receives the amount it would have received had no deductions or withholdings been required; (c) you declare that you will pay the additional amounts even if the law renders any part of this clause 21.3 void If you are required by law to pay any tax on, or calculated by reference to, any sum received or receivable by BT Securities or one of its Related Bodies Corporate (whether or not BT Securities or its Related Body Corporate is also liable to pay that tax or is primarily liable to do so, but excluding tax on BT Securities or its Related Bodies Corporate overall net income), you will pay that tax before any interest or penalty arises or, if that tax or any interest or penalty is paid by BT Securities or its Related Body Corporate, you will reimburse BT Securities or its Related Body Corporate on demand and will indemnify BT Securities or its Related Body Corporate against any associated cost, expense or liability If any taxes are payable in respect of any fees or charges payable to, or any service or thing done by, BT Securities or one of its Related Bodies Corporate under these Loan Agreement Terms, then you shall pay such taxes in addition to any other amount payable. 22. Costs and stamp duty, overdue interest and fees 22.1 You must pay BT Securities costs and expenses for anything that is done in discharging its obligation or exercising its rights under this Facility When BT Securities asks, you must reimburse it for all costs which BT Securities pays, or is required to pay, in connection with: (a) the stamping, registration, variation or discharge of this Facility (including legal costs); (b) the preparation and service of any demand or notice given to you or any other person by BT Securities; (c) your performance or observance (or default of performance or observance) of this Facility; and (d) the exercise or attempted exercise by BT Securities OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 47

48 SECTION 10 Terms and Conditions of any right, power, authority or remedy conferred on BT Securities (or its agent) under this Facility When BT Securities asks, you must pay it for all duties payable by you or BT Securities in connection with: (a) this Facility or the Mortgaged Property; (b) any transaction contemplated in the Loan Agreement Terms (including the acquisition of any interest in the Mortgaged Property); and (c) any instruments entered into as a result of this Facility BT Securities may debit and charge your loan account with all costs and duties that you are required to pay You must pay BT Securities interest calculated on any amount that is unpaid when due under this Facility at an interest rate that is equal to 2% per annum plus the rate BT Securities specifies under clauses 7.2 and 7.5, from the due date until payment. 23. Recording of conversations 23.1 You acknowledge that entities in the Westpac Group may record telephone conversations with you. If there is a dispute between you and such entity, you have the right to listen to any recording of those conversations, so long as such recording remains in existence. 24. Full recourse 24.1 Except as contemplated in clause 11.3, you are fully liable for any payment required to be made by you under these Loan Agreement Terms. Mortgage Terms 1. Definitions and parties 1.1 The General Terms form part of these Mortgage Terms. 1.2 You, Westpac Securities and BT Securities are the parties to this agreement. 2. What do you undertake in this mortgage? 2.1 By signing the Application Form, you undertake certain mortgage obligations, and give BT Securities rights concerning you and the Mortgaged Property. 3. What is mortgaged? 3.1 For the purpose of securing the payment of the Secured Liabilities, you mortgage (and agree to mortgage) to BT Securities all your right, title and interest in the Mortgaged Property. You do this as beneficial owner unless you have told BT Securities that you enter into this Facility as trustee of a trust. If you have told BT Securities that you enter into this Facility as trustee of a trust, you do this as trustee of that trust for all the Mortgaged Property comprising the trust fund of that trust and you do this as beneficial owner for all the remainder of your right, title and interest in the Mortgaged Property. 4. What is the Mortgaged Property? 4.1 The Mortgaged Property comprises: (a) all Securities funded wholly or in part with a Loan and that become owned by you or by anyone (including, without limitation, a trustee, nominee, broker or agent) for you; (b) all Put ETOs held by you or by anyone (including, without limitation, a trustee, nominee, broker or agent) for you, in association with Securities referred to in paragraph 4.1(a) above; (c) all premiums received by you or by anyone (including, without limitation, trustee, nominee, broker or agent) for you upon selling any Call ETOs held in association with Securities referred to in paragraph 4.1(a) above; (d) any Securities and Put ETOs acquired and premiums paid upon selling Call ETOs at any time held in or subject or credited to the Collateral Accounts; (e) all monies (and all of your right, title and interest in and to such monies and the debt owing in respect thereof) from time to time standing to the credit of the Collateral Accounts, in whatever currency and including interest; and (f) all New Rights. 5. Your obligations 5.1 You agree to pay the Secured Liabilities to BT Securities without set-off or counterclaim and without deduction for Taxes on the date that such payment is due under the Loan Agreement Terms or the Mortgage Terms. 5.2 All calls, instalments or other amounts which are payable by you in respect of the Mortgaged Property must be paid as soon as reasonably possible. 5.3 You must sign or arrange for the signing of all documents required by BT Securities or Westpac Securities to register this mortgage. 5.4 You must deposit with BT Securities in respect of the Mortgaged Property: (a) all Certificates (if any); (b) such number of Transfers as BT Securities or Westpac Securities may request. These Transfers must have the name of the transferee and the consideration left blank; and (c) all agreements, documentation or evidence that BT Securities requires in relation to the Mortgaged Property. 5.5 At the request of BT Securities, you must as soon as reasonably possible give to any person specified by BT Securities an irrevocable direction to deliver to BT Securities the Certificates held or issued by that person in respect of the Securities which are included in the Mortgaged Property. Such irrevocable direction must be in a form approved by BT Securities. You must provide BT Securities with evidence that you have given such a direction. 5.6 If any of the Mortgaged Property is quoted on the ASX 48 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

49 SECTION 10 Terms and Conditions and is not a CS Approved Product, at the request of BT Securities you must as soon as reasonably possible convert any of that Mortgaged Property into a CS Approved Product. 5.7 If you become aware of any New Rights, you must as soon as reasonably possible provide to BT Securities particulars of all New Rights and all evidence of the New Rights. At the request of BT Securities, you must take up any New Rights if, in BT Securities opinion, failing to do so would mean that the Mortgaged Property is likely to become materially lessened in value or prejudicially affected. 5.8 If BT Securities exercises any power of sale or disposal in relation to the Mortgaged Property, you must do everything reasonably necessary to enable the sale or disposal and any registration required by BT Securities. 5.9 You must do all things reasonably necessary to provide more effective security to BT Securities or its Related Bodies Corporate over the Mortgaged Property for the payment of the Secured Liabilities and to enable BT Securities to exercise its rights in connection with the Mortgaged Property. This includes (without limitation): (a) executing any further documents in favour of BT Securities; (b) making the Mortgaged Property subject to a reserved subposition or similar restriction in favour of or for the benefit of BT Securities where it is possible; (c) if the Controlling Participant under the Sponsorship Agreement Terms becomes unable to continue to perform its obligations, entering into a Sponsorship Agreement with another person on terms reasonably acceptable to BT Securities; (d) if for any reason any of the Mortgaged Property which are CS Approved Products are required to become Non-CS Approved Products, procuring that all Certificates in respect of that Mortgaged Property are deposited with BT Securities; and (e) acting in accordance with any request you receive from BT Securities under clause 18 of the Loan Agreement Terms. 6. Restrictions 6.1 Except with the prior written consent of BT Securities, you must not: (a) sell or dispose of the Mortgaged Property or any interest in it; (b) create or allow any interest in the Mortgaged Property; (c) change the Controlling Participant in relation to any Securities comprising the Mortgaged Property; (d) increase or allow to be increased the amount secured by a Security Interest over the Mortgaged Property; (e) discontinue any legal proceedings in respect of the Mortgaged Property; (f) do anything or fail to do anything that could in BT Securities reasonable opinion materially lessen or prejudicially affect the value of the Mortgaged Property or the mortgage granted under these Mortgage Terms; or (g) grant any other rights of any kind over the Mortgaged Property or do or fail to do anything where this might allow another person to hold any such rights. 6.2 If, despite clause 6.1, you create a Security Interest or allow a Security Interest to exist over the Mortgaged Property without BT Securities consent, then you must immediately procure that a priority agreement is entered into between the relevant persons. This priority agreement must be in a form acceptable to BT Securities, and must subordinate all other interests to those of BT Securities, subject to its consent otherwise. 7. BT Securities and Westpac Securities s powers 7.1 If you default in the payment of any Secured Liabilities on the due date for payment: (a) BT Securities may immediately and at any time thereafter manage, hold or otherwise appropriate any part or all of the Mortgaged Property for its use, or sell or otherwise dispose of any part or all of the Mortgaged Property in any manner and must take reasonable steps to obtain a reasonable price for the Mortgaged Property; and (b) Westpac Securities may, on behalf of BT Securities, arrange for the Broker to exercise, close-out or sell all ETOs forming part of the Mortgaged Property. 7.2 BT Securities, or any officer or employee of BT Securities or its Related Bodies Corporate, may fill in any blanks and complete in favour of BT Securities or anyone purchasing under the powers given by these Mortgage Terms, any instrument executed by you or by BT Securities on behalf of you in blank and deposited with BT Securities in connection with these Mortgage Terms. 7.3 BT Securities or Westpac Securities may cause this agreement to be registered at your expense as a charge on any appropriate register and you agree to obtain all necessary consents under any Security Interest created prior to this mortgage over the Mortgaged Property. 8. Release of Mortgaged Property 8.1 BT Securities will release the Mortgaged Property for a Loan from this mortgage when it receives payment in full of the Secured Liabilities for that Loan. 8.2 This mortgage is a continuing security until the release set out in clause 8.1 has been signed and given to you. 9. BT Securities rights 9.1 This mortgage does not merge with or adversely affect, and is not adversely affected by another Security Interest or right or remedy to which BT Securities is entitled at any time. 9.2 Payment of the Secured Liabilities may be demanded OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 49

50 SECTION 10 Terms and Conditions by BT Securities and BT Securities may exercise any of its rights under the Mortgage Terms even where a negotiable instrument, security or other obligation relating to the Secured Liabilities is still current or has not fallen due. 9.3 BT Securities is not required to resort to any other Security Interest that it holds for payment of the Secured Liabilities before it resorts to this mortgage. 9.4 A purchaser from BT Securities or any other person dealing with BT Securities does not need to inquire as to whether the Secured Liabilities are in fact owing or payable, whether default has occurred or about any other thing in connection with the exercise or purported exercise of a right, power or remedy. The title of any person relying on this clause 9.4 is not affected by express or constructive notice of anything in connection with the matters referred to in this clause. 9.5 If a claim is made that all or part of a payment, obligation or transfer in relation to the Secured Liabilities is void or voidable under insolvency law or the protection of creditors or any other reason, then BT Securities is immediately entitled to the rights in respect of the Secured Liabilities against you that it would have been entitled to if such payment, obligation or transfer had not taken place, and you will promptly on the request of BT Securities agree to do anything in your power to restore to BT Securities any Security Interest that it held from you immediately before that payment, obligation or transfer. 10. Priority amount 10.1 This clause 10 will only apply if you are a company For the purpose of the Corporations Act, the maximum prospective liability (as defined in the Corporations Act) secured by this mortgage is $100,000, In addition to that prospective liability, this mortgage also secures a prospective liability (as defined in the Corporations Act) of an unspecified amount, being all other money which may become due or owing or payable to BT Securities under the Loan Agreement Terms and Mortgage Terms and, except for the purposes of s282(3) of the Corporations Act, this mortgage is not in any way limited to the amount in clause The nature of the prospective liability is advances, interest, fees, costs, indemnities and other amounts Nothing in this clause will put BT Securities under any obligation to do any act or thing so as to increase the amount of the moneys secured by this mortgage. Client Agreement Terms for Securities and ETOs These Client Agreement Terms are a client agreement for the purpose of the ASX Operating Rules and the ASX Clear Operating Rules. You, the Arranger and the Default Broker are the parties to this agreement. Australian Investment Exchange Ltd ABN , AFSL (AUSIEX) will be the Default Broker. The Default Broker acts at all times on instruction from the Arranger or its Representatives and will not accept instructions directly from you. Those instructions reflect your instructions to the Arranger. By agreeing to the Terms and Conditions: (a) you acknowledge that you have agreed to appoint the Arranger and each of its Representatives to act on your behalf as your agent; and (b) the Default Broker acknowledges that you have appointed the Arranger and each of its Representatives to act on your behalf as your agent, in relation to certain aspects of the Terms of Trade, the scope of which are set out in more detail below. Please read this document carefully and retain it for future reference. Please note that these Client Agreement Terms, and in the terms and conditions in the Trading Guide, which will be forwarded to you, all apply. Terms of Trade 1. Definitions and Interpretation (a) In these terms and conditions: Application means an offer by you to open a Trading Account and access the Service on the Conditions by completing the Application Form. Arranger means Westpac Securities Limited ABN ASX Settlement means the ASX Settlement Pty Ltd ABN Authorised Agent means any person or entity who has authority to trade on your behalf. Conditions means the terms and conditions included in these Client Agreement Terms and the Trading Guide as amended from time to time. Dealing Rules means the ASX Market Rules of the ASX, the ASX Clear Operating Rules of ASX Clear and the ASX Settlement Operating Rules of ASX Settlement, as amended from time to time. Electronic Communication means any notice or instruction given by telephone, facsimile transmission, electronic mail or electronic data interchange (including over the internet or any other electronic form of communication approved by us from time to time). Fee means the fees set out in our Financial Services Guide or on our Website, in respect of conditional orders or alerts (as the case may be), as amended from time to time. 50 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

51 SECTION 10 Terms and Conditions Financial Products means Securities and ETOs. ITS means the Integrated Trading System operated by the ASX and its subsidiaries. Loss includes, without limitation, any expenses, costs, liability, claims, damages, fees, taxes, duties, penalties, interest, legal costs (on a full indemnity basis), judgement, consequential, punitive, special or indirect loss (including loss of profits and revenue). Representative means a person appointed or nominated by the Arranger to carry out its functions and obligations under these Client Agreement Terms. Service means the client trading, portfolio tools, information service and other related products and services provided by us. Straight Through Processing means the processing of your order as instructed by the Arranger by way of its Representatives by a number of validation rules without necessarily involving manual intervention or review. Trading Account means your Financial Products trading facility with us. Trading Guide means our guide containing general instructions on how to use the Service. You or your means each person or entity who makes an application and their Authorised Agents. We, us or our means the Default Broker. Website means our website accessed from (b) Unless the context requires otherwise, words defined in the Corporations Act, ASX Operating Rules, ASX Clear Operating Rules and ASX Settlement Operating Rules have the same meaning in these Conditions. Capitalised words not defined above have the meaning given in the General Terms. (c) We acknowledge and agree that you have nominated the Arranger and each of its Representatives to act on your behalf as your agent to: (i) establish a client relationship between you and us; (ii) supervise the relationship between you and us; and (iii) exercise your rights under clause 15. (d) You acknowledge that references in these Client Agreement Terms to you instructing or directing us or placing an order with us are references to the Arranger by way of its Representatives instructing or directing us or placing an order with us based on instructions it has received from you, and that you have authorised the Arranger by way of its Representatives to do so. We are entitled to treat instructions from the Arranger by way of its Representatives as your instructions. (e) You acknowledge that you are either: (i) acting as principal; or (ii) acting as an intermediary on another s behalf and are specifically authorised to transact ETOs and all other transactions, by the terms of: (A) a licence held by you; (B) a trust deed (if you are a trustee); or (C) an agency contract. 2. Opening Trading Account (a) You may apply for a Trading Account by completing the Application Form. The Arranger has the right to return any Application where we inform the Arranger that we believe it is either incomplete or not accompanied with information we have requested or we do not wish to accept the Application without giving any reasons. (b) You acknowledge that you have read the Application Form and all its attachments including, without limitation, the Terms and Conditions, and that these documents form part of our agreement with you. (c) You agree that the information you supply in your Application Form is accurate, complete and not misleading. You agree that we may rely on that information unless and until we receive notice of any change and that you are liable for any loss arising through your failure to advise us of any change. (d) You warrant that if you are: (i) acting as a trustee, you have authority to enter into these Conditions both personally and as trustee; (ii) a corporation, you are validly constituted and your principal place of business is in Australia; or (iii) a natural person, you are principally resident in Australia and 18 years of age or over. 3. Trading-Use of Service (a) You may instruct us by way of the Arranger s Representatives to buy or sell Financial Products or send instructions by Electronic Communication (or such other method as notified by us from time to time) and we shall rely and act upon those instructions. We will not be responsible for any changes to your instructions unless sufficient notice has been given prior to the execution of your original instructions. We will be deemed to have received your Electronic Communication at the time we have actual notice of the communication. (b) You acknowledge that we may use Straight Through Processing to process your orders, provided that: (i) the order satisfies order validation rules established by us, which rules may change from time to time; and (ii) the order satisfies ASX s validation rules with regard to time, price and volume. (c) You acknowledge that: (i) Straight Through Processing will operate during normal trading hours which are determined by the ASX; (ii) if there is a disruption in trading in a particular Financial Product or the market generally, or the ITS system fails, Straight Through Processing transmission may be disrupted; (iii) use of manual or Straight Through Processing may involve the matching of your order with the order of another client, which will entitle us to charge commission on both sides of the transaction; OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 51

52 SECTION 10 Terms and Conditions (iv) if we deal as principal and use either manual or Straight Through Processing, your orders may match opposite orders in the market on our behalf as principal and we shall be entitled to charge you brokerage where we act as principal on behalf of an associate or a related body corporate; (v) if your order does not satisfy the validation rules or it is received outside normal trading hours your order may be rejected outright or may be subject to manual review which may involve delay in the execution of your order; (vi) once your instructions to buy and sell have been processed, the time at which your instructions are executed and your trade occurs will depend on ITS matching your order with a corresponding order or orders; and (vii) we are not responsible for any Losses you incur if any inadvertent duplicate trading instruction is given by you and executed by us. (d) We may at any time, acting reasonably, refuse your instructions to purchase, sell, amend or cancel any order for Financial Products on your behalf. Acting reasonably, we may generally prohibit or restrict your ability to trade Financial Products, access information or utilise portfolio tools under the Service without providing any advance notice. Unless otherwise caused by fraud or gross negligence on our part, we accept no liability for any Losses incurred by you arising directly or indirectly as a result of our declining your instructions or restricting your access to the Service. (e) You acknowledge that your order will be executed at the price available on the ASX (subject to any limit imposed by you) which may be different from the price at which the Financial Products is trading when your order was made. Your orders may be subject to manual review and entry, which may cause delays in their processing. (f) All dealings in Financial Products on your behalf are subject to the Corporations Act, Dealing Rules, directions, decisions, requirements of ASX, the customs, usage and practice of ASX and ASX Clear and their related entities, as amended from time to time, insofar as they apply to the Financial Products. (g) Where a regulatory authority requests us to cancel or amend a trade, you agree that we can do so without your consent. (h) Where we are obliged by law or otherwise to provide you with information that is not specific to you, and you have provided us an address, you agree that we may satisfy that obligation by ing that information or a link to it to you at that address. 4. Payment (a) You must pay for all purchases using the Service including all associated brokerage, taxes, costs, charges or commissions, and make good delivery of Financial Products in respect of sales including all associated brokerage, taxes, costs, charges or commissions, to enable us to settle by the due settlement date. (b) If by the settlement date shown on any confirmation we have not received the amounts due, or you have not delivered to us the relevant Financial Products holder information, you agree to pay us a late settlement fee as notified to you from time to time to cover our costs arising from your failure to settle. In addition, we may: (i) terminate the Service giving three Business Day s notice; or (ii) withdraw existing orders at any time without notice. (c) Where a contract for the purchase of Financial Products remains unpaid after we have requested you to pay for the Financial Products: (i) we may, and you authorise us to on or after the business day of our request, sell those Financial Products that are the subject of that contract (or any other Financial Products in your Trading Account) at your risk and expense and that expense shall include all Loss suffered by us including brokerage, any relevant fees, taxes and stamp duty (if applicable); and (ii) you irrevocably authorise us to deduct all amounts owed by you from any credits, payments and other receipts from you or for your Trading Account as required for settlements or otherwise required by the ASX. (d) Where we make a sale of any Financial Products at your direction, and you have failed to deliver the Financial Products holder information after we have requested the Financial Products holder information from you, you authorise us to immediately buy back or borrow the Financial Products necessary to enable us to make delivery, and you agree to be responsible for any Loss we may incur, including the cost of borrowing, the cost of acquiring the Financial Products you have failed to deliver and/or recovery of any advances made or monies expended. (e) Where a contract for the sale of Financial Products is entered into on your behalf and we receive on your behalf proceeds of sale, we shall, subject to paragraph (f) below and after deduction of all relevant brokerage, taxes, costs, charges or commissions, pay the net amount so determined by cheque or funds transfer to the address or account (as the case may be) nominated in your Application. If for any reason we cannot effect that payment, we shall hold those monies in our trust account, pending your further direction. We shall be entitled to rely upon your direction for payment in the Application, until modified or revoked by written notice to us. (f) Where you have made various orders we shall be entitled to pay you a net amount determined upon settlement of those various orders. We may at anytime and at our sole and absolute discretion settle any trades or part of a trade either prior to or after the settlement date shown on the confirmation. Where we have orders from you for the purchase of Financial Products, we shall be entitled to retain any monies due to you for a reasonable period of time to meet that liability. 52 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

53 SECTION 10 Terms and Conditions (g) We may at any time call for payment of money or the provision of other security which we reasonably consider appropriate in connection with the obligations we incur in respect of ETO contracts entered into for your account. The time by which you must pay any amount called or provide security is of the essence and, if no other time is stipulated in accordance with these Client Agreement Terms, you must pay the amounts, or provide the relevant security, within 24 hours of the call for payment. You authorise us to withdraw or otherwise apply funds or Financial Products held on your behalf to partially or fully satisfy such calls. If you make Financial Products available to us as cover, you warrant that you are legally entitled and authorised to do so and authorise us to make the Financial Products available to ASX Clear as cover. (i) The amount of money or other security which we call for is determined by us and may include any amount that may be required by ASX Clear as well as an amount that we reasonably determine. We may apply a discount to the market value of securities you provide for the purpose of determining the value of a call. (ii) If you meet this call by paying money, we will retain any interest earned while the money is held. (iii) If you meet this call by providing shares or other securities, when you close out the relevant ETO position, you may request (by telephone only) that the shares or other securities be returned to you. We will try to meet your request as soon as possible. If you do not request this, the shares or other securities may in our sole and absolute discretion be held by ASX Clear for your next transaction. (iv) The security which you provide under a call must be free of any charge or other Security Interest unless we agree otherwise. If we permit you to lodge property which is subject to a charge or other Security Interest (for example shares which have been acquired through a margin lender) then we may, in our sole and absolute discretion, impose other terms and conditions and require you to sign such other documents as we require as a condition to accepting the property as security. (h) If in respect of ETO contracts: (i) you fail to pay, or fail to provide security for, amounts payable to us or fail to perform any obligation arising pursuant to the exercise or settlement of a ETO contract; (ii) a guarantee or other security provided by you to us is withdrawn or becomes ineffective, or security additional to that already provided is not made available as requested, and other replacement security acceptable to us is not provided; or (iii) any other event occurs which we and you have agreed pursuant to these Client Agreement Terms entitles us to take action under this paragraph (h), we may, in addition to any other rights which we may have against you, but subject to the Loan Agreement Terms and Mortgage Terms, without giving prior notice to you, take any action, or refrain from taking action, which we consider reasonable in the circumstances in connection with ETO contracts registered in your Trading Account (including, without limitation, novated contracts between ASX Clear and us arising from those contracts transacted) and, without limitation, we may do any or all of the following: (A) enter into one or more transactions to effect the close out of one or more ETO contracts in accordance with the Dealing Rules; (B) exercise one or more ETO contracts in accordance with the Dealing Rules; (C) exercise any other rights conferred by the Dealing Rules or this agreement or perform any other obligations arising under the Dealing Rules or this agreement in respect of those ETO contracts; and (D) sell any Financial Products in your Trading Account or held on your behalf and apply the proceeds of sale and any other money in your Trading Account to meet any obligations: (i) arising in relation to your ETO contracts; or (ii) arising under this agreement, and you must account to us as if those actions were taken on your instructions and, without limitation, you are liable for any deficiency and are entitled to any surplus which may result. (iv) We must deal with any money and property paid or given to us in connection with your Trading Account in accordance with the Corporations Act and the Dealing Rules. You acknowledge that your monies and the monies of our other clients may be combined and deposited by us in a trust account or clients segregated account. 5. Electronic Communications (a) Any Electronic Communication between you and us conducted over the Internet is also subject to the Trading Guide set out on our Website at the time of dealing. (b) You will be responsible for verifying the accuracy of an Electronic Communication conducted over the Internet by reviewing the order confirmation page appearing immediately following your order. You must as soon as reasonably possible notify us of a confirmation that shows incorrect or garbled information or any malfunction. If you find any apparent malfunction of our Website, you must report this to us as soon as reasonably possible. (c) As soon as reasonably possible after receiving notification from you of a confirmation that shows incorrect or garbled information or any malfunction, or an apparent malfunction of our Website, we will use our best endeavours to rectify such incorrect or garbled information or malfunction. (d) You consent to the receipt of confirmations (by electronic means including by or by accessing a standing confirmation facility to obtain or view your confirmations). If you do not wish to use the standing confirmation facility, you must advise us. If you wish to receive your confirmations in paper form, you must notify us in writing. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 53

54 SECTION 10 Terms and Conditions You acknowledge that each confirmation is subject to the Rules, directions, decisions, requirements of the ASX and where relevant, the ASTC Settlement Rules, the customs and usage of the market, as subject to the correction of errors and omissions. 6. Security (a) You must not disclose or share your Security Identifications to anyone, unless disclosure is reasonably required in the circumstances. You are totally responsible for the use of any Security Identifications and for retaining their security. (b) We make no representation or warranty as to the security of data stored on either our web server or on the web servers of parties engaged by us to provide all or part of the Service. (c) Upon becoming aware of any breach of security, including unauthorised disclosure of Security Identification, information or unauthorised transactions on your account you must immediately notify us and suspend the use of all Electronic Communications until we are satisfied that appropriate steps have been taken to ensure the security of Electronic Communications with you. 7. Computer Facilities (a) You acknowledge that the Service may malfunction or become temporarily unavailable due to computer malfunction or network congestion such that we will be unable to accept or execute your instructions. We will have in place reasonable procedures to avoid unintended interruption of the Service. (b) We will have the right to suspend the Service at any time to perform certain administrative tasks and scheduled maintenance and if, in our opinion, some serious threat is posed to any part of the system supporting the Service. We will provide you with notice of any suspension of the Service where practical. (c) We will have the right, in our sole discretion, to immediately suspend or terminate your access to and use of the Service if you: (i) use or in our reasonable opinion appear to use the Service in a manner reasonably deemed inappropriate or unreasonable by us; (ii) deliberately or recklessly disrupt the Service, cause congestion or impede others from using the Service, or attempt to do so; (iii) use your Internet access to menace, create a nuisance or harass others or attempt to do so; (iv) make any denial-of-service attacks on us or any other users or networks relating to us or attempt to do so; (v) use your Internet access to unlawfully obtain access to networks used or operated by us or attempt to do so; or (vi) provide us with personal details, including (without limitation) name, address, bank account, address and phone number, which we consider, in our reasonable opinion, to be materially misleading or inaccurate in any respect. 8. Execution-Only Service 8.1 You acknowledge that: (a) the Service is an execution-only service and material available to you from the Service will only contain general Financial Product advice that is not intended to be acted upon as personal Financial Product advice; (b) we will not provide you with any legal, tax, financial or accounting advice, or advice regarding the suitability or characteristics of any Financial Products or investment other than as set out in clause 8.1(a) above; (c) it is your responsibility to obtain investment advice before making any investment decisions; and (d) we will have no liability with respect to the transactions (including any diminution in value) conducted in or for your Trading Account and your investment decisions. 8.2 You acknowledge that: (a) you have read and understood the IM and any other documents given to you by us (including any documents that we are required to give you under the Dealing Rules); (b) dealing in ETOs incurs a risk of loss as well as a potential for profit; and (c) you have given consideration to your own objectives, financial situation and needs and have formed the opinion that dealing in ETOs is suitable for your purposes. 8.3 Notwithstanding that we may act in accordance with your instructions or for your benefit, you acknowledge that any contract arising from any order submitted to ASX in respect of ETOs is entered into by us as principal. 8.4 Upon registration of an ETO contract with ASX Clear in our name, you acknowledge that we incur obligations to ASX Clear as principal, even though the ETO contract may have been entered into on your instructions. 8.5 You acknowledge that any benefit or right that we may obtain upon registration of an ETO with ASX Clear is personal to us and the benefit of that benefit, right or legal result does not pass to you. You have no rights, whether by way of subrogation or otherwise, against ASX or ASX Clear in relation to any dealings by us (or any other Participant or Market Participant) in ETO contracts. 8.6 You irrevocably appoint severally ASX Clear and every director, manager and assistant manager for the time being of ASX Clear, at the option of ASX Clear (as applicable) to do all acts and execute all documents on your behalf for the purpose of exercising the powers conferred on ASX Clear under ASX Clear Operating Rule You acknowledge that we may at any time refuse to deal in, or may limit dealings in, ETOs for you. We are not required to act in accordance with your instructions, 54 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

55 SECTION 10 Terms and Conditions where to do so would constitute a breach of the Dealing Rules or the Corporations Act. 8.8 You acknowledge that each ETO registered with ASX Clear is subject to the ASX Clear Operating Rules and the practices, directions, decisions and requirements of ASX Clear from time to time. 9. Your General Representations and Warranties Each time you use the Service, you warrant and represent: (a) that you will rely upon your own skill and judgement (or that of your independent financial adviser) when placing any order with us to buy or sell Financial Products on your behalf; (b) that each trade that you will conduct using the Service is lawful and you will at all times meet all commitments on your part arising from transactions under these Conditions; (c) that you are not a person with whom we are not lawfully entitled to deal pursuant to any statute, law or rule or regulation in or outside Australia including, without limitation, an employee, consultant or director of another stockbroker; (d) that you will comply with the Conditions and the Dealing Rules when using the Service; (e) that you are not subject to a bankruptcy and are not an insolvent under administration; and (f) that you have the financial resources to settle the transactions you enter. 10. Confirmations and Account Statements (a) You must review upon first receipt all confirmations of transactions, and all statements in relation to your Trading Account. Transactions and all such information received by you shall be binding upon you unless you object immediately either in writing or by Electronic Communication. (b) Any notice, request, demand or other communication may be made personally, by Electronic Communication or by prepaid letter to you at your last notified address or number, as the case may be, and the notice, request, demand or other communication shall be deemed to have been received by you if made personally when made, by Electronic Communication following transmittal by whatever means, if by prepaid letter on the business day following transmittal or posting as the case may be. 11. Information Providers (a) You expressly acknowledge and understand that the Service includes information which is supplied by persons not controlled by us (each an Information Provider). (b) You acknowledge that we have not verified any information provided by an Information Provider, do not exert any editorial control over such information and, in relation to that information, we are acting solely in the capacity of a carrier by conveying the information directly or indirectly from the Information Provider to you or on your behalf. (c) We do not guarantee the timeliness, sequence, accuracy or completeness of any information provided by an Information Provider and all material made available to you from the Service is principally of a purely factual nature and not suitable to be acted upon as personal Financial Product advice. (d) You shall use the information provided by the Service only for your own use. You must not on-sell any such information nor may you replicate, alter, commercialise, disclose or make available such information to any person without the express written consent of the Information Provider. 12. Liability and Indemnity (a) Subject to those provisions of the Trade Practices Act, and any other rights implied by law, which cannot be excluded by agreement between the parties (these including that the service must be supplied using all due care and skill and the product provided must be fit for purpose), in the absence of fraud or gross negligence on our part, we exclude all liability in contract, tort or otherwise relating to or resulting from use of the Service and for any Loss incurred by you directly or indirectly including without limitation as a result of or arising out of: (i) any inaccuracy, error or delay in or omission from any information provided to you under the Conditions (including the Service and the service provided to you by the Information Providers); (ii) any delays, failures or inaccuracies in the transmission of the Service to you or the service provided by Information Providers, transmission of your orders or instructions, confirmations, or any other communications; (iii) any loss or liability arising from the acts or omissions of third parties, such as your computer systems, internet service providers, or Information Providers; (iv) any unauthorised use of your Security Identifications; (v) any theft, alteration, addition or loss of data by third parties; (vi) any interception by a third party of any Electronic Communication from us to you; or (vii) any disclosure by us of trading activity on your account to a person you have appointed as Authorised Agent; (b) Except where to do so would contravene any law or make any part of this clause void or unenforceable, in no event shall we be liable for any indirect, special or consequential loss or damage (including, without limitation, loss of profits or revenues) whether arising in contract, tort (including negligence) or otherwise resulting from use of the Service supplied under these Conditions. (c) Our liability shall in any event be limited to the re-supply of the Service. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 55

56 SECTION 10 Terms and Conditions (d) You will pay us and all of our officers, employees, agents, related parties and associates for any Loss incurred by them as a result of your use of the Service, us relying upon and acting in accordance with any instruction provided by you (whether by Electronic Communication or otherwise), your failure to settle any transaction by the due date or any failure by you to strictly comply with these Conditions. 13. Commission Disclosure You acknowledge that we may receive commissions from issuers of Financial Products, suppliers of information services, banking services and clearing services in respect of the Service provided to you from time to time and that we are entitled to retain such commissions for our own benefit. You acknowledge that we may retain any interest earned on your money held in our trust accounts prior to it being paid to you or in accordance with your instructions. 14. Information and Privacy Consent (a) You agree that we may provide to the Arranger, and any members of the Westpac Group (the Parties) can exchange with each other, any information about you including: (i) any information provided by you in your Application; (ii) transaction details or transaction history arising out of your arrangements with us or any of the Parties; (iii) anything about your creditworthiness, credit standing, credit history or credit capacity which may, under the Privacy Act, lawfully be exchanged; (iv) any information provided by you or obtained about you in the course of you or us complying with the requirements of the Anti-Money Laundering and Counter-Terrorism Financing Act and related rules and regulations; (v) any other information you provide to any of the Parties or which they otherwise lawfully obtain about you, (collectively Personal Information). (b) If we engage anyone (a Service Provider) to do something on our behalf (for example, a mailing house, data processor or settlement agent) then you agree that we may exchange Personal Information with the Service Provider. (c) We may disclose Personal Information to entities other than the Parties and Service Providers where it is required or allowed by law or where you have otherwise consented. Entities that we may be required to disclose information to include any government, regulatory body or authority that is involved in the regulation of Financial Products trading and clearing. (d) You agree that Personal Information can be used by the Parties and any Service Provider for establishing your Trading Account, ongoing administration of your Trading Account, including for the purpose of effecting execution and settlement of your orders and providing the Service to you, planning, product development and research purposes. (e) You understand that you can access most Personal Information that we, the Arranger, or other members of the Westpac Group hold about you (sometimes there will be a reason why that is not possible, in which case you will be told why). (f) You understand that if you fail to provide any information requested on your Application Form, or do not agree to any of the possible exchanges or uses of the Personal Information detailed above, your Application may not be accepted by us. (g) You agree that when your personal information changes you will promptly notify us in writing or Electronic Communication of your new details. (h) To find out what sort of personal information we have about you, or to make a request for access, please contact the OEILs sales team. (i) (j) You authorise the recording of any telephone conversations between us (or the Arranger on our behalf) and you, with or without an audible tone device. The Arranger or other members of the Westpac Group would like to be able to contact you, or send you information, regarding other Westpac Group products and services. If you do not wish to receive this information, please: call Westpac on ; write to Westpac at GPO Box 3422 Sydney 2001; send an to [email protected]; or call in at any Westpac branch. You do not need to do this if you have already told the Arranger you do not wish to receive information of this sort. (k) Where we terminate your access to the Service due to your failure to meet your financial obligations to us you consent to us passing your Personal Information to a credit reporting agency. (l) We may disclose your Personal Information to issuers of Financial Products that are CHESS registered with us to facilitate a related Corporate Action and you consent to the issuer or their agent paying us a processing fee. (m) You will take all reasonable steps to deliver, or procure delivery of, information and documentation to us relating to ETO transactions which are requested by a person having a right to request such information or documentation. You irrevocably authorise us to produce the information or documentation to any person making such a request. 15. Variation, Novation and Termination (a) We may vary the Conditions (other than clause 1(c) and 1(d)) (including deleting, altering or adding a new provision) at any time. If we do vary the Conditions, we will give you 7 days prior notice, which notice will be either posted on the service announcements section of our website, sent to your address or posted to your nominated address (the mode of notification will be at our sole discretion). By placing an order with us after 56 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

57 SECTION 10 Terms and Conditions the notice period, you confirm your acceptance of the Conditions as varied. (b) We may make a variation without any notice where such variation is necessary to restore or maintain the security of our systems or any Trading Accounts. (c) If ASX or ASX Clear prescribes amended minimum terms for a client agreement for options for the purposes of the Dealing Rules (the New Terms), the New Terms will override these Client Agreement Terms as they apply to ETOs to the extent of any inconsistency and apply as if we and you had entered into an agreement containing the New Terms. We will provide the New Terms to you as soon as practicable after ASX or ASX Clear prescribes the New Terms. (d) We may terminate your access to the Service or your Trading Account effective immediately if you have breached a material Condition, or you have committed a series of breaches of the Conditions which, when taken together, are material. Acting reasonably, we reserve the right to terminate your access to the Service or your Trading Account at any time. If we exercise this right any such termination will take effect 2 business days after we notify you of this termination. Instructions you give after any such termination will be diverted to an operator and may be refused. Unless caused by fraud or gross negligence on our part, we accept no liability for any Losses incurred by you arising directly or indirectly as a result of any such termination. (e) You may terminate these Conditions by giving not less than 7 days notice in writing to us, subject to all outstanding obligations under the Conditions and any relevant Financial Products dealings being duly discharged. (f) Termination will not affect any rights or obligations accrued prior to termination. (g) Upon termination, we will close out all of your ETO contracts, unless you have provided us with an instruction to transfer your ETO contracts to another Participant and those ETO contracts are transferred to the other Participant in accordance with the Dealing Rules. (h) The Trading Account established under these Conditions will only be used in respect of OEILs. Where you have not held any OEILs for at least 6 months, we will terminate your Trading Account by giving you 14 days written notice. If you do not contact us during that notice period to indicate that you intend to continue to use the trading Account in respect of OEILs, your Trading Account will be closed and these Conditions will automatically terminate at the end of the notice period. (i) If you receive a Participant Change Notice to the effect that we will no longer be your Participant for trading Financial Products (including where there is a change from one Default Broker to the other), and you receive the Participant Change Notice at least 20 Business Days prior to the date proposed in the Participant Change Notice for the change of Participant, you are under no obligation to agree to the change of Participant, and may choose to do any of the things set out below. (j) You may choose to terminate this agreement in accordance with Client Agreement Terms or by giving instructions to the Arranger, indicating that you wish to transfer your Financial Products to another Participant. (k) If you do not take any action to terminate this agreement and do not give any other instructions to us or the Arranger which would indicate that you do not agree to the change of Participant then, on the Effective Date, this agreement will have been taken to be novated to the new Participant and will be binding on all parties, as if, on the Effective Date: (i) the new Participant is a party to this agreement in substitution for us; (ii) any of our rights as a Participant under this agreement are transferred to the new Participant; and (iii) we are released by you from any obligations arising on or after the Effective Date. (l) The novation shall not take effect until you have received a notice from the new Participant confirming that the new Participant consents to acting as Participant for you. The Effective Date may as a result be later than the date set out in the Participant Change Notice. (m) You will be taken to have consented to the events referred to above by the doing of any act which is consistent with the novation of this agreement to the new Participant (for example by giving an instruction to the new Participant), on or after the Effective Date, and such consent will be taken to be given as of the Effective Date. (n) This agreement continues for our benefit in respect of any rights and obligations accruing before the Effective Date and, to the extent that any law or provision of any agreement makes the novation not binding or effective on the Effective Date, then this agreement will not continue for our benefit until such time as the novation is effective, and we will hold the benefit of this agreement on trust for the new Participant. (o) Nothing in this clause 15 will prevent the completion of ETO contracts by us where the obligation to complete those contracts arises before the Effective Date and this agreement will continue to apply to the completion of those contracts, notwithstanding any novation of the agreement to the new Participant under this clause. 16. GST 16.1 Notwithstanding any other provision of these Conditions: (a) if GST has application to any supply made by us under or in connection with these Conditions we may, in addition to any consideration payable under these Conditions recover from you an additional amount on account of GST, such amount to be calculated by multiplying the relevant amount or consideration payable by you for the relevant supply by the prevailing GST rate; and/or OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 57

58 SECTION 10 Terms and Conditions (b) without limiting clause 16.1 (a), if we are not entitled to an input tax credit in respect to the amount of any GST charged to or recovered from us by any person, or payable by us, or in respect of any amount which is recovered from us by way of reimbursement of GST referable to any supply made under or in connection with these Conditions, we will be entitled to increase any amount or consideration payable by you on account of such input tax and recover from you the amount of any such increase Any additional amount on account of GST, or on account of an amount for which we are not entitled to an input tax credit, recoverable from you pursuant to clause 16.1 is to be calculated without any deduction or set-off of any other amount and is payable by you upon demand by us whether such demand is by invoice or otherwise. 17. Successors The Conditions shall be binding upon your heirs, executors, administrators, personal representatives and assigns. The Conditions shall inure to the benefit of us and our successors, assigns and agents. We may assign our rights and duties under the Conditions to any person without giving prior notice to you where we have a legitimate interest in doing so and are of the opinion that the assignment will not cause any reasonably foreseeable detriment to you. You may not assign your rights and duties under these Conditions without our prior written consent. 18. Anti-Money Laundering and Counter-Terrorism Financing Act The Arranger and the Default Broker are bound by laws relating to the prevention of money laundering and the financing of terrorism, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and the Anti-Money Laundering and Counter-Terrorism Financing Rules Instruments (AML/CTF laws) and have adopted an AML/CTF program in accordance with the requirements of the AML/CTF laws and the various guidelines and publications produced by the Australian Transaction Reports and Analysis Centre (the AML/CTF Programs) You can not open a Trading Account unless you have provided sufficient identification and that identification has been verified in accordance with the AML/CTF Program and AML/CTF laws By opening and using a Trading Account, you agree that: (a) you do not acquire the Service under an assumed name; (b) any products or services provided, subject to these Conditions, will not be used in relation to any criminal activities or any activities which breach laws or sanctions; (c) if we ask, you will provide us with additional information we reasonably require for the purposes of AML/CTF laws; (d) we may obtain information about you from third parties if we believe this is necessary to comply with AML/CTF laws; (e) the Arranger may disclose information which we hold about you or your conduct to its related bodies corporate; (f) in order to comply with AML/CTF laws we may be required to take action, including: (i) delaying or refusing a request for products or services; or (ii) monitoring your conduct in relation to the provision of the product or services; (g) we may disclose information that we hold about you or your conduct to our service providers, relevant regulators of AML/CTF laws, or other parties (whether in or outside of Australia) including the Arranger and its related bodies corporate, and if we do so we may be obliged under AML/CTF laws not to inform you of this; and (h) we are not liable for any loss, claim, liability or expense you suffer or incur (including consequential loss) as a result of us taking any action referred to above and you indemnify us for any loss, claim, liability or expense we may suffer or incur (including consequential loss) from exercising any right under this clause or from any breach by you of your agreement in this clause. 19. Applicable Law These Conditions are subject to the laws of New South Wales and the parties agree to submit to the non exclusive jurisdiction of the Courts of New South Wales. 58 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

59 SECTION 10 Terms and Conditions Sponsorship Agreement Terms 1. Definitions and parties 1.1 The General Terms form part of this Sponsorship Agreement. 1.2 Any term used in this Sponsorship Agreement which is defined in the ASX Settlement Operating Rules has the same meaning given to it in the ASX Settlement Operating Rules. 1.3 You and BT Securities are parties to this agreement. 2. Appointment 2.1 You appoint BT Securities as your Sponsoring Participant for relevant Securities that form part of your Mortgaged Property. 2.2 The CHESS Holdings to which this sponsorship agreement relates are those held under the Holder Identification Numbers (HINs) specified by you for existing Holdings (where you have transferred those Holdings to be governed by this agreement) or the HINs notified by BT Securities to you (where new Holdings have been established for you by BT Securities under CHESS or where you have asked BT Securities to arrange the issue of a new HIN). 2.3 Any prior sponsorship agreement between you and BT Securities in relation to the Securities is terminated when this agreement begins without affecting adversely any rights or obligations that arose before its termination. 2.4 BT Securities declares that: (a) it is a wholly owned subsidiary of an Australian bank; and (b) it has fulfilled all the other requirements under the ASX Settlement Operating Rules for admission as a General Settlement Participant. 3. What the Sponsoring Participant can do 3.1 You authorise and direct the Sponsoring Participant to provide transfer and registration services as your agent in relation to the Securities. 3.2 Despite clause 3.1, the Sponsoring Participant: (a) may not take action in relation to the Securities (including any transfer or conversion into or out of the Participant Sponsored Holding) except in accordance with BT Securities instructions; (b) must take action in relation to the Securities in accordance with BT Securities instructions; and (c) is under no duty to enquire whether BT Securities may validly give any consent or instruction. 3.3 Subject to this Sponsorship Agreement, the Sponsoring Participant will initiate any action necessary to give effect to a transfer or conversion or request by you to withdraw your Securities from your Participant Sponsored Holding within the time required by the ASX Settlement Operating Rules. Where the Sponsoring Participant claims that an amount lawfully owed to it has not been paid by you, the Sponsoring Participant has the right to refuse to comply with the request to effect a withdrawal, but only to the extent necessary to retain Securities of the minimum value held in your Participant Sponsored Holding (where the minimum value is equal to 120% of the current value of the amount claimed). 3.4 In accordance with clause 3.1 and these Terms and Conditions, but subject to clause 3.2 the Sponsoring Participant must: (a) do anything necessary to register the Securities as a Participant Sponsored Holding with BT Securities as Sponsoring Participant in relation to them; (b) do anything necessary or convenient for the purpose of acting as Sponsoring Participant of the Securities; (c) obtain statements of holding balances and other information about the Securities from the ASX, ASX Clear or ASX Settlement and any Entity on the request of you and at any times that the Sponsoring Participant thinks necessary; (d) within the period prescribed by the ASX Settlement Operating Rules, give the ASX, ASX Clear or ASX Settlement or the relevant Entity notice of any change in information required for registration notified by you under clause 4.4(c); and (e) provide you with an executed copy of the Sponsorship Agreement upon request. 3.5 The Sponsoring Participant must: (a) comply with the Corporations Act, all other relevant laws and the ASX Settlement Operating Rules; (b) exercise all due care in carrying out its duties and obligations; and (c) immediately notify you if it becomes aware of any fact that might render it unable or ineligible to carry out its duties and obligations as Sponsoring Participant. 3.6 BT Securities acknowledges that: (a) ASX Settlement has not approved and takes no responsibility for, its abilities or qualifications as the Sponsoring Participant; (b) information on its status as the Sponsoring Participant can be obtained from ASIC; (c) if the Sponsoring Participant is suspended from the settlement facility provided by ASX Settlement, subject to the Sponsoring Participant s liquidator, receiver, administrator or trustee asserting an interest in the Securities: (i) you have the right to request ASX Settlement to remove any Securities held by you from the CHESS Subregister or from the control of the Sponsoring Participant under rule 7.2.3(b) of the ASX Settlement Operating Rules within 20 business days of ASX Settlement giving notice of the suspension; and OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 59

60 SECTION 10 Terms and Conditions (ii) where a request under clause 3.6(c)(i) is not made, ASX Settlement may change the Controlling Participant and you will be deemed to have entered into a new sponsorship agreement with the new Sponsoring Participant, on the same terms as the existing Sponsorship Agreement within 10 business days of the change of Controlling Participant; (d) you may refer a breach by the Sponsoring Participant of the ASX Settlement Operating Rules to any regulatory authority including ASX Settlement and ASIC; (e) you may lodge a complaint against the Sponsoring Participant with ASX Settlement and the Financial Ombudsman Service (FOS); (f) in some circumstances you may make a claim for compensation on the Sponsorship Bond lodged by the Sponsoring Participant with ASX Settlement. You are not entitled to make a claim on the National Guarantee Fund for compensation; and (g) it is solely responsible for meeting any claims that you make against the Sponsoring Participant for compensation. If you make a claim for compensation against the Sponsoring Participant, its ability to satisfy that claim will depend on its financial circumstances. 3.7 BT Securities may give you notice of its intention to change your Sponsoring Participant. If it decides to do this: (a) the consent of ASX Settlement must first be obtained and any conditions stipulated by ASX Settlement met; (b) both BT Securities and the new Sponsoring Participant will give you notice of the change in accordance with the ASX Settlement Operating Rules; and (c) the proposed changeover date must be not less than 20 business days (as defined in the ASX Settlement Operating Rules) after the notice is received by you from BT Securities (the Effective Date ). You are entitled to terminate the sponsorship arrangements applying under this agreement and give Withdrawal Instructions to the Sponsoring Participant on receipt of the notice from the Sponsoring Participant. However, if you choose to terminate, the Secured Liabilities must be repaid in full at the same time. 3.8 The sponsorship arrangements made under this Sponsorship Agreement are to be taken to be novated to the new Sponsoring Participant on receipt of the notice from the new Sponsoring Participant confirming that they consent to act as your Sponsoring Participant on terms equivalent to these sponsorship arrangements (including clause 3.2). 3.9 You are to be taken to have consented to the novation of the sponsorship arrangements, and to have authorised the Sponsoring Participant to execute on your behalf all documents necessary to effect the novation, if you do any act which is consistent with the novation on or after the Effective Date The sponsorship arrangements continue for the Sponsoring Participant s benefit in respect of any rights and obligations occurring before notice is given under clause To the extent that any law or provision of any agreement makes the novation in clause 3.8 not binding or effective, these sponsorship arrangements continue for the Sponsoring Participant s benefit until such time as the novation is effective Nothing in clauses 3.7 to 3.11 prevents the completion of transactions by the Sponsoring Participant where the obligation to complete those transactions arose before notice was given under clause 3.8 and these sponsorship arrangements will continue to apply to the completion of those transactions despite the novation of these sponsorship arrangements If you consent, the Sponsoring Participant may disclose the HIN of a CHESS Holding to any nominated financial adviser, authorised representative or any other Holder This Sponsorship Agreement terminates immediately: (a) by notice in writing from either you or the Sponsoring Participant to the other; (b) if the Sponsoring Participant becomes insolvent; (c) if the Sponsoring Participant is suspended from the settlement facility or its rights under the settlement facility are terminated; or (d) if the Sponsoring Participant gives you notice under clause 3.7, by you instructing the Sponsoring Participant to transfer the Securities sponsored by the Sponsoring Participant from the Participant Sponsored Holding If this Sponsorship Agreement terminates under clause 3.14 you must, at BT Securities request, immediately enter into a sponsorship agreement in relation to the Securities on terms and with a Controlling Participant acceptable to BT Securities or repay the Secured Liabilities in full For so long as there is any Secured Liability, you undertake not to give a notice under clause 3.14(a). 4. What you agree to do 4.1 You acknowledge that: (a) ASX Settlement has not approved and takes no responsibility for, BT Securities abilities or qualifications as the Sponsoring Participant; (b) ASX, its subsidiaries and controlled entities (including ASX Settlement) have no responsibility for supervising or regulating the relationship between you and the Sponsoring Participant other than in relation to sponsorship agreements; (c) before you signed the application an explanation of the effect of the Sponsorship agreement was provided to you by BT Securities (this explanation is contained in the section 8.1 of the IM; 60 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

61 SECTION 10 Terms and Conditions (d) you understood the intent and effect of this Sponsorship Agreement before signing it; (e) if you make a claim for compensation against the Sponsoring Participant, the Sponsoring Participant is solely responsible for meeting the claim and the Sponsoring Participant s ability to satisfy that claim will depend on the Sponsoring Participant s financial circumstances; (f) in the event of your death or bankruptcy a Holder Record Lock will be applied to all Securities held in a Participant Sponsored Holding in your name in accordance with rules and of the ASX Settlement Operating Rules, unless your legally appointed representative elects to remove those Securities from the CHESS Subregister; and (g) in the event of your death, this agreement is deemed to remain in operation in respect of the person legally appointed to administer your estate for a period of up to three calendar months after the date on which the Holder Record Lock is removed pursuant to rule of the ASX Settlement Operating Rules, unless that legally appointed representative elects to remove the Participant Sponsored Holding from the CHESS Subregister; (h) where there is more than one of you holding Securities in a Participant Sponsored Holding jointly and one of you dies: (i) those Securities will be transferred into new Holdings under a new Holder Record in the name of the other surviving joint Holders; and (i) (ii) this agreement is to be valid for the new Holdings under the new Holder Record; where there is more than one of you holding Securities in a Participant Sponsored Holding jointly and one of you is bankrupt, BT Securities will: (i) establish a new Holder Record in the name of the bankrupt Holder, transfer the interest of the bankrupt Holder into new Holdings under the new Holder Record and request that ASX Settlement apply a Holder Record Lock to all Holdings under that Holder Record, unless the legally appointed representative of the bankrupt Holder elects to remove those Holdings from the CHESS Subregister; and (ii) establish a new Holder Record in the name(s) of the remaining Holder(s) and transfer the interest(s) of the remaining Holder(s) into new Holdings under the new Holder Record; (j) in the event of an even number of Securities, for taxation purposes each Holder will beneficially hold an equal number of Securities; (k) in the event of an odd number of Securities, Applicant 1 on the application form is nominated as the default beneficiary for taxation purposes of the additional security; (l) you may advise BT Securities in writing at any time of an alternate holding portion of Securities to that outlined in paragraph (j) or (k); and (m) the Sponsoring Participant is not obliged to effect a transfer into your Participant Sponsored Holding, where payment for the Securities has not been received, until payment is received. 4.2 If the Sponsoring Participant makes a transfer from your Holding under section 9 of the ASX Settlement Operating Rules, then you acknowledge that you: (a) may not assert or claim against ASX Settlement or the relevant issuer of Securities that the Sponsoring Participant either was not authorised to make the transfer or did not make it; or (b) do not have a claim arising out of the transfer against the National Guarantee Fund under Part 7.5 Division 4 of the Corporations Regulations unless the transfer was taken to be effected by a market participant of ASX or a clearing participant of ASX Clear. 4.3 If the Sponsoring Participant initiates any action in accordance with this agreement which has the effect of creating a Subposition over the Securities, then you and BT Securities acknowledge that the right to transfer, convert or deal in any other way with those Securities is restricted in accordance with the ASX Settlement Operating Rules relating to Subpositions. 4.4 You must: (a) take all necessary steps to enable BT Securities to become the Sponsoring Participant of any Securities that form, or are proposed to form, part of the Mortgaged Property that are held in a Participant Sponsored Holding with a different Sponsoring Participant; (b) give the Sponsoring Participant information and supporting documentation reasonably required by the Sponsoring Participant to comply with the registration requirements for Participant Sponsored Holdings under the ASX Settlement Operating Rules; (c) notify the Sponsoring Participant of any change to that information and supply any necessary supporting documentation as soon as possible; (d) not take any action that would interfere with the Sponsoring Participant complying with its obligations under the ASX Settlement Operating Rules; (e) do everything necessary to cause any Securities that BT Securities identifies to be reserved in a Subposition on any terms specified by BT Securities if it reasonably determine that the Subposition may be used to protect its interests under the mortgage; and (f) not reserve or release Securities into or out of a Subposition without BT Securities prior consent. 4.5 You must: (a) do everything to comply with this agreement that the Sponsoring Participant and BT Securities consider necessary; 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62 SECTION 10 Terms and Conditions (b) pay the Sponsoring Participant the fee you and the Sponsoring Participant agree to; and (c) reimburse the Sponsoring Participant when it asks for costs and expenses incurred by the Sponsoring Participant on any duties, taxes, registration and other fees and charges associated with CHESS and other expenses incurred on behalf of you. 4.6 You indemnify the Sponsoring Participant against and therefore must pay the Sponsoring Participant on demand for, any losses or costs suffered or incurred by it: (a) in properly carrying out its duties or exercising its powers in relation to the Securities; (b) in carrying out any direction given by you or BT Securities; or (c) in disclosing the HIN in accordance with clause 3.13 and relying on instructions from anyone in relation to the HIN; but excluding loss or costs suffered or incurred as a result of any acts or omissions that involve the Sponsoring Participant s gross negligence or fraud. 5. Other Provisions 5.1 You authorise BT Securities to take whatever action is reasonably required: (a) by ASX Clear in respect of the lodgement of Securities as cover for written positions of ETOs; and (b) by any chargee in respect of Securities which are subject to a charge. 5.2 If you have given your Tax File Number, Australian Business Number or exemption code to a Westpac Group entity, then you authorise that Westpac Group entity to disclose that Tax File Number, Australian Business Number or exemption code (as the case may be) to its Related Bodies Corporate and ASX Settlement for any purpose relating to the Securities or their dividends, distributions or other benefits. 5.3 BT Securities may vary this Sponsorship Agreement by giving you notice of the variation. BT Securities will give you at least 8 Business Days notice of the variation if it is (in BT Securities reasonable opinion) necessary to remove any inconsistency between this Sponsorship Agreement and the ASX Settlement Operating Rules, and at least 20 Business Days notice in all other cases. Subject to this clause 5.3, a party may not vary this Sponsorship Agreement except in writing signing by the other party. General Terms 1. Definitions 1.1 In these Terms and Conditions unless the contrary intention appears: Application Form means a form attached to this IM or such other form as BT Securities agrees to accept. Approved Financial Products has the meaning given in the ASX Settlement Operating Rules. Approved Market Operator has the meaning given in the ASX Settlement Operating Rules. Arranger means Westpac Securities in its capacity as arranger of the ETOs and the Securities under the Loan Agreement Terms. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited (ABN ) or the financial market conducted by ASX Limited, as the context requires. ASX Clear means ASX Clear Pty Limited (ABN ). ASX Clear Operating Rules means the operating rules of ASX Clear. ASX Market Rules means the market rules of ASX. ASX Rules means the ASX Operating Rules, the ASX Clear Operating Rules and the ASX Settlement Operating Rules, as applicable. ASX Settlement means ASX Settlement Pty Limited (ABN ). ASX Settlement Operating Rules means the operating rules of the clearing and settlement facility operated by ASX Settlement. ATO means the Australian Taxation Office. AUSIEX means Australian Investment Exchange Limited (ABN and AFSL ). Broker means the Default Broker or any other broker nominated by you and agreed by BT Securities to provide services to you in relation to OEILs. BT Securities means BT Securities Ltd (ABN ). Business Day has the meaning given in the ASX Operating Rules. Call ETO means an ETO that gives you the right, but not the obligation, to buy the underlying Security at the Exercise Price on or before a fixed Expiry Date. Certificate means a certificate that evidences title to a Security. CHESS means the Clearing House Electronic Subregister System. CHESS Holding has the meaning given in the ASX Settlement Operating Rules. 62 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

63 SECTION 10 Terms and Conditions Client Agreement Terms means that part of the Terms and Conditions under which you and the Default Broker may agree to deal in Securities and ETOs. Collateral Account means any account which is in the control and discretion of Westpac, Westpac Securities or BT Securities and used as a collateral account for the purposes of these Terms and Conditions. Collateral Loan means each loan provided by BT Securities under the Facility in respect of the cash margin required to be lodged with ASX Clear in between the date of purchase of the Call ETOs over the Securities and the date of lodgement of those Securities with ASX Clear, or as required by the Default Broker. Confirmation Notice means a notice sent to you by BT Securities or its agent or nominee confirming a Securities Loan. Controlling Participant has the meaning given in the ASX Settlement Operating Rules. Conversion has the meaning given in the ASX Settlement Operating Rules. Corporate Action has the meaning given in the ASX Settlement Operating Rules. Corporations Act means the Corporations Act 2001 (Cth). Corporations Regulations means the Corporations Regulations 2001 (Cth). CS Approved Product has the meaning given to that term in the ASX Operating Rules. Default Broker means AUSIEX. Dividend means a dividend, distribution or any cash payment (including returns of capital) in respect of the Securities. ETO means exchange traded option. Effective Date has the meaning given in the ASX Settlement Operating Rules. Entity means a body corporate, trust or other entity, the Securities in which comprise Mortgaged Property or which has issued Securities that comprise Mortgaged Property. Exercise Price means the price at which the Taker of an ETO may buy or sell the underlying Security. Expiry Date means the last day on which an ETO may be exercised. Facility means an Option Enhanced Investment Loan having the terms and conditions set out in the Loan Agreement Terms. Financial Product has the meaning given in the ASX Settlement Operating Rules. Fixed Interest Break Costs means the break costs payable to BT Securities in connection with the early termination of your Loan, as determined by the following formula: A=(B x C x D) Where: A = the Fixed Interest Break Cost Payable; B = the amount of your Securities Loan; C = the remaining fixed term of your Securities Loan; and D = any fall in the wholesale cost of funds for BT Securities from that applicable on the commencement date of the fixed rate period for the total fixed term of the Securities Loan and that applicable for the remaining fixed term as at the date of early termination (expressed as a percentage). General Terms means the definitions and interpretation provisions which form part of these Terms and Conditions. Holder means a person recorded in the CHESS subregister as the holder of a Security from time to time. Holder Record Lock has the meaning given in the ASX Settlement Operating Rules. IM means this document which is an information memorandum dated 7 March Issuer Sponsored Holding has the meaning given in the ASX Settlement Operating Rules. Listed Entity means an entity (including a trust) listed on the ASX, the Securities of which are the subject of OEILs. Loan means each Securities Loan and each Collateral Loan. Loan Agreement Terms means the terms on which BT Securities makes available Loans to you. Loan Amount means the amount of the Loan. Loan Per Security means, in relation to a Securities Loan, the dollar amount of the Securities Loan for those Securities divided by the number of those Securities. Mortgaged Property has the meaning given to that term in clause 4 of the Mortgage Terms. Mortgage Terms means the terms of the mortgage given by you under the Terms and Conditions. National Credit Code means the code so entitled and set out in schedule 1 of the National Consumer Credit Protection Act 2009 (Cth). New Rights means: (a) any right, title and interest that you may have in all money, dividends, interest, allotments, offers, benefits, privileges, rights, bonuses, shares, debentures, distributions or rights to take up marketable Securities; (b) your rights consequent on any conversion, redemption, cancellation, reclassification, forfeiture, consolidation or subdivision; or (c) your rights consequent on a reduction of capital, liquidation or scheme of arrangement, in connection with the Mortgaged Property, including but not limited to the proceeds of any exercise or OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 63

64 SECTION 10 Terms and Conditions disposal of the Mortgaged Property. Non-CS Approved Product has the meaning given to that term in the ASX Operating Rules. OEIL means Option Enhanced Investment Loan. Participant has the meaning given in the ASX Settlement Operating Rules. Participant Change Notice has the meaning given in the ASX Settlement Operating Rules. Participant Sponsored Holding has the meaning given in the ASX Settlement Operating Rules. Premium means the amount agreed by the purchaser and the seller of an ETO for the purchaser to acquire the ETO. Previous Put ETO has the meaning given to that term in clause 13.1 of the Loan Agreement Terms. Put ETO means an ETO that gives you the right, but not the obligation, to sell the underlying Security at the Exercise Price on or before a fixed Expiry Date. Related Body Corporate has the meaning given to that term in section 50 of the Corporations Act. Repayment Date means, in relation to a Loan, the last day of the term of that Loan as set out in clause 9 of the Loan Agreement Terms. Replacement Put ETO means a replacement Put ETO purchased under clauses 12 or 13 of the Loan Agreement Terms. Rollover Date means, in relation to a Put ETO, the Expiry Date of the Put ETO. Secured Liabilities means all amounts which at any time for any reason or circumstances in connection with any Loan or any transaction contemplated by these Terms and Conditions, whether at law, in equity, under statute or otherwise: (a) are payable, are owing but not currently payable, are contingently owing, or remain unpaid by you to BT Securities or any of its Related Bodies Corporate, or have been advanced or paid by BT Securities or any of its Related Bodies Corporate on your behalf; or (b) are reasonably foreseeable as likely, after that time, to fall within paragraph (a) above. A reference to Secured Liabilities includes any part of it. This definition applies irrespective of the capacity in which you are liable in respect of the amount concerned, and whether the mortgagee is the original mortgagee or an assignee of the original mortgagee, and whether or not you have consented to or were aware of the assignment. Securities Loan means each loan made by BT Securities in respect of a parcel of Securities of an entity to a successful applicant under the Terms and Conditions. Security means a security over which ETOs can be traded, as selected by ASX Clear. 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. SIM means each supplementary information memorandum to the IM. Source Holding has the meaning given in the ASX Settlement Operating Rules. Sponsoring Participant has the meaning in the ASX Settlement Operating Rules. For the avoidance of doubt the Sponsoring Participant is also the Controlling Participant. Sponsorship Agreement Terms means that part of the Terms and Conditions under which you may agree to appoint BT Securities as Sponsoring Participant. Sponsorship Bond has the meaning given in the ASX Settlement Operating. Subregister has the meaning given in the ASX Settlement Operating Rules. Tax includes any tax, including goods and services tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a government or government agency, and any related interest, penalty, charge, fee or other amount. Terms and Conditions means these terms and conditions. Transfer means a transfer of the Mortgaged Property in registrable form executed by you (or the person who holds the Mortgaged Property for you) as transferor, or when used in the Sponsorship Agreement Terms, has the meaning given in the ASX Settlement Operating Rules. Westpac means Westpac Banking Corporation (ABN ) (AFSL ) and, where relevant, includes any member of the Westpac Group. Westpac Securities means Westpac Securities Limited (ABN ) (AFSL ). Westpac Group means Westpac and its related bodies corporate and entities controlled or managed by Westpac and their related bodies corporate. Withdrawal Instruction has the meaning given in the ASX Settlement Operating Rules. 2. Notices and other communications 2.1 Subject to any provision of these Terms and Conditions under which notice can be given orally, notices, certificates, consents and other communications in connection with the Terms and Conditions must be in writing. 2.2 BT Securities may decide that it is acceptable to provide or receive this information by means other than those in clause 2.1 at its discretion. 2.3 If you are a company, then all communications should be executed under your company s common seal, 64 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

65 SECTION 10 Terms and Conditions or signed by an authorised officer of the company. If requested, you must provide specimen signatures of all authorised officers. 2.4 Communications may be: (a) left at the address last notified; (b) sent by prepaid, certified or registered post to the address last notified; (c) sent by fax to the fax number last notified; or (d) by other means (including electronically) at the discretion of a Westpac Group entity. 2.5 Communications that are left at an address are taken to have been received on the day that they are left at that address. 2.6 Communications that are sent by post, are taken to be received three Business Days after they are posted. 2.7 Communications that are sent by a fax machine that produces a transmission report, are taken to be received at the time the transmitting machine produces a report that indicates that the communication was sent to the recipient s fax machine. 2.8 Communications sent electronically are deemed to have been received instantaneously unless the sender s machine receives a delivery failure report. 2.9 Communications given by a Westpac Group entity in connection with these Terms and Conditions may be given to the person that you have nominated is to receive communications on your behalf. These communications are to be provided in accordance with this clause Communications may also be given to a Westpac Group entity by your representative and a each Westpac Group entity is entitled to rely on such communications as if they were from you Any Westpac Group entity, acting reasonably, may vary these terms of use at any time upon giving you notice in writing of the variation. A Westpac Group entity, acting reasonably, may also suspend access at any time without notice. 3. General 3.1 A Westpac Group entity may give you a certificate about a matter or about an amount payable in connection with this these Terms and Conditions. The certificate is sufficient evidence of the matter or amount, unless it is proved to be incorrect. 3.2 Any Westpac Group entity may assign their rights under these Terms and Conditions, without giving you notice where the entity has a legitimate interest in doing so and is of the opinion that the assignment will not cause any reasonably foreseeable detriment to you. You acknowledge that the services provided by each Westpac Group entity are not of a personal nature. 3.3 Your rights are personal to you and may not be assigned without BT Securities written consent. 3.4 You are liable for all your obligations under these Terms and Conditions. 3.5 BT Securities may vary the provisions of these Terms and Conditions. If it does, the Mortgage Terms cover the varied arrangements. 3.6 If in the Application Form you filled out when entering into an OEIL, you complete the details for a financial planner or broker, that person, or a person connected to that financial planner or broker, may be entitled to receive commission or other benefits during the term of the OEIL. Payment of any such commission or the giving of benefits is not an endorsement of that financial planner or broker by any Westpac Group entity. 3.7 This clause 3.7 applies to the extent that a National Credit Code applies to the Loan Agreement Terms. If: (a) that Code would otherwise make a provision of the Loan Agreement Terms illegal, void or unenforceable; or (b) a provision of the Loan Agreement Terms would otherwise contravene a requirement of that Code or impose an obligation or liability which is prohibited by that Code, the Loan Agreement Terms are to be read as if that provision were varied to the extent necessary to comply with that Code or, if necessary, omitted. If that Code is inconsistent with the Loan Agreement Terms, that Code overrides the Loan Agreement Terms to the extent of the inconsistency. 3.8 These Terms and Conditions are governed by the laws in force in New South Wales. Each Westpac Group entity, AUSIEX and you submit to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. 4. Interpretation 4.1 The singular includes the plural and vice versa. 4.2 A reference to: (a) a document includes any variation or replacement of it; (b) law means common law, principles of equity and laws made by parliament (and includes regulations and other instruments under laws made by parliament and consolidations, amendments, reenactments or replacements of any of them); (c) signing or execution by a person of any document includes signing or execution by an attorney or agent of the person; (d) any thing includes the whole and each part of it; and (e) each Westpac Group entity includes their respective successors and assigns. OPTION ENHANCED INVESTMENT LOAN INFORMATION MEMORANDUM 65

66 SECTION 10 Terms and Conditions THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK 66 INFORMATION MEMORANDUM OPTION ENHANCED INVESTMENT LOAN

67 BT Securities Limited ABN Westpac Securities Limited ABN Australian Investment Exchange Limited ABN Option Enhanced Investment Loan Application Form Using the Default Broker Important: AUSIEX is the Default Broker for OEILs. You should only execute this Application Form if you do not intend to nominate another broker. If you would like to to use another broker, please contact BT Securities before you submit any of the Application Forms. BT Securities will consider whether it has arrangements in place to deal with your nominated broker and whether they are otherwise acceptable. Which sections do you need to complete? Individuals Companies Individual trustees Corporate trustees A1 Individual 1 / Director 1 / Individual Trustee 1 Details A2 Individual 2 / Director 2 / Individual Trustee 2 Details (if applicable) (if applicable) (if applicable) (if applicable) A3 Company / Company Trustee Details A4 Trust Details A5 Trustee information A6 Beneficiary information B Arranger Authorisation Please detach along perforation. C Telephone authority (Optional) (Optional) (Optional) (Optional) D Commission payments E Tax File No. or Australian Business No. (if applicable) (Optional) (Optional) (Optional) (Optional) F Applicant Power of Attorney G Declaration H Applicant signing section I Direct Debit request J Privacy Consent K Registered Holder Collateral Cover Authorisation L Client Acknowledgment of Master Deed of Priority M Solicitors Trust Opinion on Trustee Borrowers N Wholesale Client Status O Nominated Financial Adviser (Optional) (Optional) (Optional) (Optional) P Authorised Representatives (Optional) (Optional) (Optional) (Optional) Q1 Certified Copy Certificate (Individuals) (if applicable) (if applicable) (if applicable) (if applicable) Q2 Certified Copy Certificate (Organisations) (if applicable) (if applicable) Attach cheque made payable to BT Securities Limited for the company application fee of $200 Capitalised terms used in this Application Form have the meaning given to them in the Option Enhanced Investment Loan Information Memorandum. Page 1 of 32 P/C 2097 (03/11) Intranet

68 Section A1 Individual 1 / Director 1 / Individual Trustee 1 Details If there is more than one individual (i.e. a joint account), director or trustee please also complete Section A2. If more than two individuals, directors or trustees, please photocopy this section and complete the additional information as required and attach to your application. Title (e.g. Mr, Mrs) Given name(s) Surname Residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Postal address (if different from residential address) Street Suburb State Postcode Country Home phone no. Work phone no. Mobile no. ( ) ( ) Fax no. Date of birth (dd/mm/yyyy) Occupation ( ) / / address Are you an existing Westpac Customer? Yes Please select and complete ONE of the following forms of identification Note: The name of the account or identification must be in the same name as you have provided above. Westpac BSB and Account no. BSB no. Account no. Name of account holder Westpac customer no. Westpac Online Investing / Securities Username or Account no. No To meet our obligations with the Anti Money Laundering/Counter-Terrorism Financing Act 2006 (Cth), we must identify customers before we provide a service. Unless you have an account with Westpac, you will need to send us original certified copies of identification documents. Please complete the Certified Copy Certificate (Individuals) which is set out in Section Q1 and attach the original certified documents to that Certificate. Section A2 Title (e.g. Mr, Mrs) Individual 2 / Director 2 / Individual Trustee 2 Details Given name(s) Surname Residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Postal address (if different from residential address) Street Suburb State Postcode Country Home phone no. Work phone no. Mobile no. ( ) ( ) Fax no. Date of birth (dd/mm/yyyy) Occupation ( ) / / address Page 2 of 32 P/C 2097 (03/11) Intranet

69 Are you an existing Westpac Customer? Yes Please select and complete ONE of the following forms of identification Note: The name of the account or identification must be in the same name as you have provided above. Westpac BSB and Account no. BSB no. Account no. Name of account holder Westpac customer no. Westpac Online Investing / Securities Username or Account no. No To meet our obligations with the Anti Money Laundering/Counter-Terrorism Financing Act 2006 (Cth), we must identify customers before we provide a service. Unless you have an account with Westpac, you will need to send us original certified copies of identification documents. Please complete the Certified Copy Certificate (Individuals) which is set out in Section Q1 and attach the original certified documents to that Certificate. Section A3 Company/Corporate Trustee Details Please ensure that Director(s) complete Section A1 and/or A2 (if applicable). Company name Australian Company No. (ACN) Place of registration/incorporation Date of registration/incorporation / / Please detach along perforation. Is the company or parent company listed on an exchange? No Yes Please provide the name of the market or exchange the Australian Listed Company is listed on Is the company a majority owned subsidiary of an Australian listed company? No Yes Name of Australian Listed Company Name of market or exchange the Australian Listed Company is listed on Is the applicant company a regulated company (ie licensed and subject to regulatory oversight by statutory Commonwealth, State or Territory regulator)? No Yes Name of regulator (ASIC, APRA or ATO) License details (e.g. license no.) Principal place of business (P.O. Box not acceptable) Street Suburb State Postcode Country Registered business address (if different from above) Street Suburb State Postcode Country Mailing address (if different from above) Street Suburb State Postcode Country Page 3 of 32 P/C 2097 (03/11) Intranet

70 Existing Westpac customer Is the company / corporate trustee an existing Westpac customer? Yes Please select and complete ONE of the following forms of identification Note: The name of the account or identification must be in the same name as you have provided above. Westpac BSB and Account no. BSB no. Account no. Name of account holder Westpac customer no. Westpac Online Investing / Securities Username or Account no. No To meet our obligations with the Anti Money Laundering/Counter-Terrorism Financing Act 2006 (Cth), we must identify customers before we provide a service. Unless you have an account with Westpac, you will need to send us original certified copies of identification documents. Please complete the Certified Copy Certificate (Organisations) which is set out in Section Q2 and attach the original certified documents to that Certificate. Type of company (tick the box that is applicable) Domestic Proprietary Domestic Public Company Ownership (only needs to be completed by proprietary companies) Are any of the company s shareholders individuals? Do they hold more than 25% of the issued capital of the company? If yes to both, please provide their name and residential address. Shareholder 1 Mr Mrs Miss Ms Dr Other Surname Given name(s) Residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Shareholder 2 Mr Mrs Miss Ms Dr Other Surname Given name(s) Residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Shareholder 3 Mr Mrs Miss Ms Dr Other Surname Given name(s) Residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Page 4 of 32 P/C 2097 (03/11) Intranet

71 Section A4 Trust Details Please ensure that TRUSTEE details have been provided. Individual trustee/s should complete Section A1 & A2 (if applicable). Corporate Trustee should complete Section A3. All trustees must also complete Sections A4, A5 and A6. Please include the following information if the account type you are opening is a Trust Account and include the following with your application: 1. Original Certified copy of the Trust Deed and any subsequent amendments. 2. Solicitor s Trust Opinion as per Section M of this application. Full name of Trust Place of establishment of Trust State or Territory Country Designation Please provide an abbreviated version of the full name of the trust (up to 23 characters, including spaces). For example: Brown A/C, Brown Family A/C. The words or reference to trust, as trustee for, trustee, ATF, TF should not be used in Account Designation as it will not be accepted by CHESS. A/C Trust type Discretionary (including family) trusts Unit Testamentary Other Please specify Please detach along perforation. Is the trustee a company? No Yes Please ensure that you have completed Section A3 Is the trust a registered managed investment scheme (i.e. a scheme registered with ASIC to which people make contributions and in return acquire rights to benefits produced by the scheme)? No Yes Please provide your Australian Registered Scheme No. Is the applicant trust a regulated trust (ie licensed and subject to regulatory oversight by statutory Commonwealth, State or Territory regulator)? No Yes Name of regulator (ASIC, APRA or ATO) Licence details (e.g. licence no.) Page 5 of 32 P/C 2097 (03/11) Intranet

72 Section A5 Trustee Information All Trust applicants must complete this Section. Please provide the details of any Trustee(s) who will not be transacting on the account (Non-Trading Trustees). If there are more than two Non-Trading Trustees, please photocopy this section and complete the additional information as required and attach to your application. There are no Non-Trading Trustees Non-Trading Trustee (1) Title (e.g. Mr, Mrs) Given name(s) Surname Date of birth / / (dd/mm/yyyy) Residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Non-Trading Trustee (2) Title (e.g. Mr, Mrs) Given name(s) Surname Date of birth / / (dd/mm/yyyy) Residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Page 6 of 32 P/C 2097 (03/11) Intranet

73 Section A6 Beneficiary Information Do the terms of the trust identify the beneficiaries by reference to membership of a class? No go to next question Yes Please give details of membership classes (e.g. Class A, Class B, Primary, Secondary, Tertiary) No. of beneficiaries Full name(s) of beneficiaries If there are more than four beneficiaries, please photocopy and complete this section for the additional beneficiaries and attach it as an additional sheet to your Application Form. Section B Arranger Authorisation You authorise Westpac Securities and its representatives to arrange for the acquisition, purchase, disposal or sale of ETOs and Securities from time to time on your behalf in accordance with your instructions as contemplated in the Terms and Conditions. Please detach along perforation. Section C Telephone Authority You will automatically be able to request and approve the following transactions by phone: 1. cash advance to the account nominated in Section I, or to any bank account as agreed with BT Securities from time to time, or by cheque payable to you; and 2. other transactions in relation to the account nominated in Section I or another nominated account as agreed with BT Securities from time to time. Please note cash advances may only be made to bank accounts held in the Applicant s name. Opt out election please tick if you do not want this feature activated on your OEIL. Section D Commission Payment Entities in the Westpac Group may receive commission on your OEIL. Any commission paid is not an endorsement by the entity providing such commission. Section E Tax File No. (TFN) or Australian Business No. (ABN) The collection and use of TFNs and ABNs are strictly regulated by the tax laws and the Privacy Act. You are not required by law to provide your TFN or ABN, however, if you do not provide one, tax may be deducted from your dividends and distributions at the highest marginal tax rate (plus medicare levy). If you require further information on the use and collection of TFNs and ABNs, please contact your tax adviser or the Australian Taxation Office. If you quote your TFN or ABN below (as applicable), you authorise the Default Broker to disclose it to its Related Bodies Corporate, ASX Settlement Pty Limited (the Securities Clearing House for CHESS), fund managers, trustees, sponsors of your shareholdings and their agents and other issuers of Financial Products for purposes relating to the Financial Products in the loan portfolio. Name of Individual 1/Company/Individual Trustee/Corporate Trustee / full name of Trust (as applicable) Please tick as appropriate TFN ABN Name of Individual 2/Individual Trustee 2 (if any) Please tick as appropriate TFN ABN Page 7 of 32 P/C 2097 (03/11) Intranet

74 Section F Applicant Power of Attorney 1. Without limiting any power of attorney given by me under the Terms and Conditions, I/we appoint each Westpac Group entity and each person who is at any time authorised by those entities to exercise the powers contained in this power of attorney separately as my/our attorneys. 2. I/We agree to approve anything an attorney does under this power of attorney, until this power of attorney is revoked in accordance with its terms and each attorney becomes aware that it has been revoked. 3. I/We agree that this power of attorney cannot be revoked by me/us without the written consent of a Westpac Group entity. 4. I/We give the authorisations, consents and acknowledgements set out in the Application Form to which this power of attorney is attached. 5. I/We declare that the information given in the Application Form is correct and that this power of attorney is given for valuable consideration. 6. I/We declare that the attorneys are authorised to do any act as a result of which a benefit may be conferred on an attorney. 7. An attorney may delegate to another person a power under this power of attorney and may appoint an attorney to act on their behalf, as a sub-attorney. 8. An attorney may, in my/our name: a) do everything needed (including completing any blanks) to execute and deliver the agreements contained in Section 10 of the IM and any other documents connected with them; and b) stamp and register at my cost any of those documents and any other document connected with them. 9. Without limiting clause 8, an attorney may also in my name execute any document or do any act in connection with: a) any notification to a share registry, Securities issuer or CHESS of a change of registration details (including the registered name) of any of my/our Securities to correspond with the details advised by me/us to any Westpac Group entity from time to time; b) any conversion request form, transfer form or other document, in relation to any Securities for the purpose of converting or transferring those Securities to or from my/our participant holding with the Controlling Participant and/or an agent of either of them; c) any document which relates in any way to my/our Securities or New Rights that form part of the Mortgaged Property or that are otherwise related to the Loan including: i. directions to a company or share registry as to the address for payment of New Rights; and ii. any application for the issue of share certificate or other documents evidencing title pursuant to section 1070D of the Corporation Act 2001 (Cth) in respect of Securities; and e) any direction to a Westpac Group entity as nominee under the Terms and Conditions; or d) stamping and registering any documents; or f) any instructions to a sponsor of my/our participant sponsored holding. 10. I/We declare that: a) I/We am/are the legal owner/owners of the Securities and New Rights that form the part of the Mortgaged Property applicable to me/us and am/are entitled to authorise the attorney to act in accordance with this power of attorney; and b) Anything done in exercising the powers given under this power of attorney will be as binding on me/us and anyone else as if I/we had done the acts myself/ourselves; and c) Any person who deals with the attorneys in good faith may accept as true, a statement the attorney signs which says: i. an act of the attorney is a proper exercise of the powers under this power of attorney; or ii. this power of attorney has not been revoked. 11. I/We agree to indemnify the attorneys against, and I/we must therefore pay the attorneys on demand for any loss or costs they suffer or incur in exercising powers under this power of attorney. 12. Any term used in this power of attorney which is defined in the Terms and Conditions has the same meaning given to it in the Terms and Conditions. 13. I, me, mine and similar terms are references to each person or company identified as an Applicant in the Application Form and/or a borrower in the Loan. Section G Declaration I/We declare that the credit to be provided to me/us by BT Securities is to be applied wholly or predominantly for business or investment purposes (or for both purposes). WARNING: THIS IS A VERY IMPORTANT DECLARATION You should not sign this declaration unless this Loan is wholly or predominantly for business or investment purposes (excluding the purchase, renovation or improvement of residential property for investment purposes). By signing this declaration you may lose your protection under the National Credit Code. Signed, sealed and delivered by: Signature of Individual 1/Director 1/Individual Trustee 1 Date / / Full name of Individual 1/Director 1/Individual Trustee 1 Signature of Witness (Witness must be an independent party to this OEIL Application) Signature of Individual 2/Director 2/Individual Trustee 2 (if any) Signature of Witness (Witness must be an independent party to this OEIL Application) Date / / Full name of Witness Full name of Individual 2/Director 2/Individual Trustee 2 (if any) Full name of Witness Page 8 of 32 P/C 2097 (03/11) Intranet

75 Section H Applicant signing section By signing below: 1. you represent and warrant that: a) you have read and agree to be bound by the IM and this Application Form, in particular the Loan Agreement Terms, the Mortgage Terms, the Client Agreement Terms for Securities and ETOs and the Sponsorship Agreement Terms; b) (if you are an individual) you are not bankrupt or (if you are a company) financially insolvent; c) (if you are an individual) you are at least 18 years old; and 2. you acknowledge: a) an OEIL does not represent a deposit with, or other liability of, Westpac or any other Westpac Group company and is subject to investment risk, including possible delays in repayment and loss of income or capital invested; and b) none of Westpac or any other Westpac Group company guarantees any particular rate of return on, the performance of the Securities or ETOs; 3. you grant the power of attorney set out in this Application Form; 4. you have read and accept the terms of the Privacy Consent set out in Section J of this Application Form; 5. you declare that the credit to be provided to you by BT Securities is to be applied wholly or predominantly for business or investment purposes (excluding the purchase, renovation or improvement of residual property for investment purposes), and acknowledge that the National Credit Code does not apply; 6. you warrant that all information you have provided on this Application Form is true and correct; 7. you agree: a) if at any time you supply an entity in the Westpac Group with personal information about another individual, you will ensure that you are authorised to do so and agree to inform that individual of the matters set out in Section J of this Application Form as they relate to that individual; b) if credit approval is given for smaller loan(s) than you apply for, you will be taken to have applied for a reduced number of Securities and ETOs; and c) to accept the risks outlined in the IM, and have not relied on any representation (whether oral or written) from any entity in the Westpac Group as investment, financial, legal or taxation advice as to the suitability of this investment to your circumstances. Signed, sealed and delivered by: Please detach along perforation. Signature of Individual 1/Director 1/Individual Trustee 1 Signature of Witness (Witness must be an independent party to this OEIL Application) Date / / Full name of Individual 1/Director 1/Individual Trustee 1 Full name of Witness Signature of Individual 2/Director 2/Individual Trustee 2 (if any) Date / / Full name of Individual 2/Director 2/Individual Trustee 2 (if any) Signature of Witness (Witness must be an independent party to this OEIL Application) Full name of Witness Page 9 of 32 P/C 2097 (03/11) Intranet

76 Section I Direct Debit Request By your Direct Debit Request, you authorise BT Securities and the Default Broker to arrange for amounts that become payable under the Terms and Conditions to be made by deduction from your account at the financial institution named in the Direct Debit Request. Direct Debit Request Service Agreement 1. Your Direct Debit Request allows each of BT Securities and the Default Broker to arrange for payment as it directs for the amounts, and at the times, required by the Terms and Conditions of the OEILs set out in the IM (Conditions). 2. You can cancel your Direct Debit Request arrangement with BT Securities and/or the Default Broker. However this termination must be in writing. BT Securities and the Default Broker will require six working days to process your cancellation request. You can also cancel your Direct Debit Request by contacting the financial institution with which you have your account. You cannot, however, vary or suspend the Direct Debit Request, or stop or suspend an individual debit from taking place under it. 3. If you cancel your Direct Debit Request at any time, you need to be aware of any outstanding obligations to make payments under your OEIL. You need to ensure that suitable arrangements are made if the Direct Debit Request is cancelled: by yourself; by your nominated financial institution; or for any other reason. 4. Debits will be processed in accordance with the Conditions. If a due date for a debit falls on a weekend or public holiday, the debit will be processed on the preceding settlement day. Please contact your financial institution if you are uncertain when a debit will be processed to your account. 5. You must ensure that you have sufficient cleared funds available in the nominated account by the due date to permit the payments under the Direct Debit Request as required by the Conditions. 6. If a drawing is unsuccessful, each of BT Securities and the Default Broker (as relevant) reserves the right to attempt to re-draw at such times as it determines. Your financial institution may charge you a fee where a drawing is unsuccessful. If the nominated account is with Westpac, a fee for the unsuccessful drawing may be debited to that account in accordance with the terms and conditions for that account. 7. Please contact the OEILs Sales Team by phone on if you have any questions about your Direct Debit Request, such as concerns about a debit that BT Securities or the Default Broker (as relevant) has made under it, or if you want to make any alteration to your arrangements. BT Securities or the Default Broker (as relevant) will reply to you within seven (7) days. You should contact us in the first instance, but you can if you choose also contact the financial institution with which you have your account. 8. Each of BT Securities and the Default Broker can vary this agreement at any time after giving you 14 days notice of the changes. 9. Each of BT Securities and the Default Broker will keep information about your financial institution account confidential, except to the extent necessary to resolve any claim you might make relating to a debit which you claim has been made incorrectly. 10. You should: a) note that direct debiting through the Bulk Electronic Clearing System is not available on all accounts please ensure your financial institution allows direct debits on your nominated account; b) confirm the account details by checking a recent statement from your financial institution; and c) note that this form must be signed in the same way as the account signing instruction held by your financial institution. Name and branch of financial institution where account is held Address of financial institution where account is held Street Suburb State Postcode Country Name of account BSB no. Account no. The Bank account name must match the name given in Section A of this Application Form. Company and Trust accounts cannot be used for individual applications and vice versa. Some bank accounts do not allow for direct debits. Please check with your financial institution to ensure that direct debit is allowed for this account. I/We request and authorise BT Securities Limited (User ID no ), the Arranger (Westpac Securities Limited (user ID No )) and the Default Broker (AUSIEX (User ID No )), to arrange for any amounts which become payable by me/us in respect of the OEIL to be debited through the Bulk Electronic Clearing System from my/our account held with the financial institution detailed above. I/We understand and acknowledge that: my/our financial institution has absolute discretion to decide the order in which it will pay moneys under this request, or any other request, authority or mandate; my/our financial institution has absolute discretion to refuse to honour this request at anytime; each of BT Securities and the Default Broker may vary the amount or frequency of future debits to meet amounts payable; this request operates on the terms of the Direct Debit Service Agreement as set out above (as varied by BT Securities or the Default Broker (as relevant) from time to time) which I/we have read and, by signing this Direct Debit Request, agreed to; and the Privacy Consent in the Application Form for my OEIL applies to the personal information collected on this form. This Direct Debit Request is made on the terms of the Direct Debit Request Service Agreement as set out above. By completing this Direct Debit Request you are authorising each of BT Securities, the Arranger and the Default Broker to direct debit your account. Signature of Individual 1/Director 1/Individual Trustee 1 Date / / Signature of Individual 2/Director 2 /Company Secretary/ Individual Trustee 2 (if any) Date / / Page 10 of 32 P/C 2097 (03/11) Intranet

77 Section J Privacy Consent Please detach along perforation. In this Section J, I, me and my refer to the person named in this Application Form as the Applicant Personal Information 1. I/We agree that Westpac and any other member of the Westpac Group and AUSIEX (the Parties ) may exchange with each other any information about me/us including: any information provided by me/us in this Application Form; anything about my/ our credit worthiness, credit standing, credit history or credit capacity which may, under the Privacy Act 1988 (Cth), lawfully be exchanged if I/we authorise the exchange; any other personal information I/we provide to any of them or which they otherwise lawfully obtain about me/us; and transaction details or transaction history arising out of my/our arrangements with any of the Parties. 2. If any of the Parties engages anyone (a Service Provider ) to do something on its behalf (for example a mailing house or a data processor) then I/we agree that the Party and the Service Provider may exchange with each other any information referred to above. 3. Any of the Parties might give any information referred to above to entities other than the Parties and the Service Providers where it is required or allowed by law or where I/we have otherwise consented. 4. I/We agree that any information referred to above can be used by the Parties and any Service Provider to give effect to the provision to me/us of the OEIL to enable the Parties and any Service Provider to comply with any applicable laws or regulations; and for account administration, planning, product development and research purposes. 5. I/We understand that I/we can access most personal information that the Parties hold about me/us (sometimes there will be a reason why that is not possible, in which case I/we will be told why). 6. I/We understand that if/we fail to provide any information requested in this form, or do not agree to any of the possible exchanges or uses detailed above, my/our Application may not be accepted by BT Securities. 7. To find out what sort of personal information the Parties have about me/us, or to make a request for access, I/we can contact Westpac on and AUSIEX on Members of the Westpac Group would like to be able to contact you or send you information regarding other products and services. If you do not wish to receive this information, please: call us on ; write to us at GPO Box 3433 Sydney 2001; [email protected]; or call in at any Westpac branch. Page 11 of 32 P/C 2097 (03/11) Intranet

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79 Section K Registered Holder Collateral Cover Authorisation Client account no. this authorisation covers Registered holder/s name ("the Registered Holder") Holder identification no. (HIN) Please detach along perforation. 1. I/We authorise my Controlling Participant, to reserve (or withdraw) Financial Products (the Collateral ) registered in the name of the Registered Holder in the ASX Clear Pty Ltd, ABN ( ASX Clear ) Subposition as Collateral Cover for obligations in respect of Options Market Contracts registered in the Client Accounts nominated above with Australian Investment Exchange Limited (ACN AFSL ). 2. The Registered Holder acknowledges that ASX Clear may, in its absolute discretion, decline to accept in relation to all or any particular Client Account nominated above for the purposes of accepting paperless lodgements. 3. The Registered Holder acknowledges that on behalf of the Registered Holder, the Controlling Participant will reserve (or withdraw) Collateral in the ASX Clear Subposition by sending the appropriate Collateral lodgement message so that the Collateral lodged comes under the control of ASX Clear, or Collateral withdrawn leaves the control of ASX Clear, in accordance with the ASX Clear Operating Rules (as amended from time to time). 4. In registering Collateral in the ASX Clear Subposition, the Registered Holder acknowledges that the Collateral will be subject to a fixed charge (the Charge ) in favour of ASX Clear from the time it is reserved to the ASX Clear Subposition in the manner referred to above, and will remain subject to the Charge until ASX Clear permits it to be withdrawn from the ASX Clear Subposition. 5. The Registered Holder acknowledges that the Charge secures all amounts and obligations owing by the ASX Clear Participant to ASX Clear in connection with the Client Accounts nominated above opened by the ASX Clear Participant in accordance with the ASX Clear Operating Rules (as amended from time to time). 6. The Registered Holder acknowledges that the Registered Holder has read the ASX Clear Rules and the ASX Settlement Operating Rules, in so far as those rules relate to the Collateral and the Charge, including: a) ASX Clear s power to deal with the Collateral on default by the ASX Clear Participant in respect of the Client Accounts nominated above; and b) in particular, ASX Clear s power of sale in relation to the Collateral without any notice to the Registered Holder. 7. The Registered Holder warrants that unless ASX Clear otherwise agrees in writing, the Collateral is not and may not be subject to any other security interest, other than a security interest provided to BT Securities under a deed of priority, entered into between ASX Clear and BT Securities, which provides that ASX Clear s Charge has priority over BT Securities security interest ( the Deed of Priority ) or a security interest as permitted under the ASX Clear Operating Rules or the ASX Settlement Operating Rules. 8. If the Registered Holder s Controlling Participant is BT Securities the Registered Holder warrants that they have signed an acknowledgement regarding the Deed of Priority as set out in Schedule 2 or Schedule 3, as applicable, to the Deed of Priority in the form set out in Section L. 9. If the ASX Clear Participant is unable to insert the Account No.s and/or HIN at the time the Register Holder signs this form the Registered Holder irrevocably authorises the ASX Clear Participant to insert the Account No.s and/or HIN on this agreement and agrees the ASX Clear Participant will insert the Account No.s and/or HIN on the Registered Holder s behalf, prior to lodging this Authorisation with ASX Clear. The ASX Clear Participant agrees that it will notify the Registered Holder of the Account No.s and/or HIN in writing as soon as reasonably possible. 10. Defined terms have the same meaning as defined in the ASX Clear Operating Rules or the ASX Settlement Rules and Procedures (as amended from time to time). Registered Holder/s signature Signature of Witness Registered Holder/s signature Full name of Witness Date / / Page 13 of 32 P/C 2097 (03/11) Intranet

81 Section L Client Acknowledgment of the Master Deed of Priority I/We refer to the Master Deed of Priority ( Deed ) between ASX Clear Pty Limited ABN ( ASX Clear ) and BT Securities Limited ABN ( BT Securities ). Terms defined in the Deed have the same meaning in this letter, unless the context requires otherwise. I/We am/are a Client of BT Securities and have instructed my Clearing Participant (variously Australian Investment Exchange Limited ABN ) to register Option Contracts with the ASX Clear. I/We acknowledge, consent to and confirm the following: 1. I/we indemnify ASX Clear for any costs, liabilities or loss incurred by it, or its agents or employees in connection with the: a) execution and stamping of the Deed; and b) costs, charges and expenses incurred by ASX Clear in connection with any exercise or non-exercise of rights under or any variation, waiver, or discharge in relation to the Deed; 2. I/we agree to be bound by the Deed and acknowledge and confirm the order of priorities between ASX Clear and BT Securities set out in the Deed. 3. I/we will cooperate in the implementation, and assist in giving effect to the Deed and will not do anything inconsistent with the terms of the Deed. Registered Holder/s signature Date / / Title (e.g. Mr, Mrs) Given name(s) Surname Residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Please detach along perforation. Registered Holder/s signature Title (e.g. Mr, Mrs) Given name(s) Residential address (P.O. Box not acceptable) Street Date / / Surname Suburb State Postcode Country Page 15 of 32 P/C 2097 (03/11) Intranet

82 Section M Solicitors Trust Opinion on Trustee Borrowers Please ask your solicitor to read and complete this Section. You must also attach a certified copy* of the Trust Deed and any subsequent amendments to this Application Form. I certify that: 1. I am a solicitor holding a current unrestricted practicing certificate and engaged by the Applicant (Trustee) as trustee of the trust (Trust) each as described in this Application Form independently of BT Securities; 2. I have examined the documents (Trust Documents) set out below (copies of which are attached to this Application Form) in relation to the trust described in this Application. To the best of my knowledge and belief, these are the only documents relating to the constitution and powers of the Trust; 3. To the best of my knowledge and belief, the Trust has been validly constituted and is subsisting at the date of this Application; 4. To the best of my knowledge and belief, the Trustee described in this Application Form was properly appointed; 5. Having reviewed the IM, including the Terms and Conditions and the Application Form (Loan Documents), in my opinion, the Trustee has the power to borrow the funds and grant security and perform all the obligations and transactions (Transactions) contemplated in the Loan Documents; 6. To the best of my knowledge and belief, the entry into the Transactions and performance of the obligations under the Loan Documents by the Trustee is considered to be for the benefit of the Trust; 7. The terms of the Trust Documents examined by me do not restrict the right of the Trustee to be fully indemnified out of the assets of the Trust to satisfy any liability of BT Securities properly incurred by the Trustee as trustee of the Trust arising out of the Transactions contemplated by the Loan Documents; 8. The Trust Documents, consent(s), authorities or other documents examined by me, enable the Trustee to enter into and perform the Transactions despite any conflict of interest and duty which may arise on the part of the Trustee; and if the Trustee is a company, of any of its directors, when entering into the transactions contemplated by the Loan Documents; 9. The Trust Documents authorise the Trustee to open bank accounts; 10. The Trust Documents authorise the Trustee to delegate the Trustee s powers; 11. The Trust Documents authorise the Trustee to enter into contracts in relation to Trust property, in the Trustee s capacity as trustee of the Trust; 12. No consent is required from any beneficiary of the Trust under the Trust Documents to enable the Trustee to enter into and perform the transactions; and 13. This opinion is to be relied upon by BT Securities, Westpac Securities and AUSIEX and their respective assigns. *All Trustee applicants must attach an original certified copy of the Trust Deed certified by either a Solicitor, Accountant, Justice of Peace (JP) or the Trustee. Date of Trust Deed / / (dd/mm/yyyy) Documents examined Name of Solicitor Title (e.g. Mr, Mrs) Given name(s) Surname Residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Work phone no. Fax no. ( ) ( ) address Signature Date / / Page 16 of 32 P/C 2097 (03/11) Intranet

83 Section N Wholesale Client Status Please complete either section (a), (b) or (c) as applicable to confirm your status as a wholesale client. (a) Qualified Accountant s Certificate I confirm and warrant that the OEIL is not being acquired for use in connection with a business. Signature of Applicant, Director 1, Individual Trustee 1 Name of Applicant Signature of Applicant 2 (if any), Director 2/Company Secretary, Individual Trustee 2 Name of Applicant 2 (if any) Date / / AND I certify that: 1. I am a qualified accountant within the definition of section 9 of the Corporations Act; and Please tick as applicable where the Applicant is an individual, the Applicant is my client and has net assets of at least AUD 2.5million, or has had a gross income for each of the last two financial years of at least AUD 250,000 a year; or where two individuals are joint Applicants, they are each my clients, and they each have net assets of at least AUD 2.5million, or each had a gross income for each of the last two financial years of at least AUD 250,000 a year; or where the Applicant is a company, the Applicant is my client and has net assets of at least AUD 2.5million, or has had a gross income for each of the last two financial years of at least AUD 250,000 a year; or where the Applicant is a Trust, the Trustee is my client and the Trust has net assets of at least AUD 10 million. Please detach along perforation. Signature of Accountant Name of Accountant Name of professional body/membership Date / / (b) Professional Investor I confirm and warrant that the Applicant is a professional investor within the meaning given to that expression in Section 9 of the Corporations Act, by reason of: the person/entity controlling gross assets of at least $10 million (including any assets held by an associate or under a trust that the person manages); the person/entity being a financial services licensee, holding AFSL No ; the person/entity being a body regulated by APRA, or the trustee of a superannuation fund, approved deposit fund, pooled superannuation trust or public sector superannuation scheme within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth), and that fund, trust or scheme has net assets of at least $10 million; the person/entity being a body registered under the Financial Corporations Act 1974 (Cth); the person/entity being a listed entity, or a related body corporate of a listed entity; the person/entity being an exempt public authority; the person/entity being a body corporate or business, that carries on a business of investment in financial products, interests in land or other investments, and for those purposes, invests funds received (directly or indirectly) following an offer or invitation to the public, within the meaning of section 82 of the Act, the terms of which provided for the funds subscribed to be invested for those purposes; or the person/entity being a foreign entity that, if established or incorporated in Australia, would be covered by one of the preceding paragraphs. Signature of Applicant 2 (if any), Director 2/Company Signature of Applicant, Director 1, Individual Trustee 1 Secretary, Individual Trustee 2 Date / / Name of Applicant Name of Applicant 2 (if any) Page 17 of 32 P/C 2097 (03/11) Intranet

84 (c) Amount to be Invested Total Adjusted Amount Total Amount to be Invested: $ Less any portion of this amount that: has been paid (within the previous 6 months); or will be paid; as a benefit to the Applicant by the trustee of a regulated superannuation fund (other than from a pension or annuity) Less any portion of this amount that has been or will be lent by Westpac (or any member of the Westpac Group) $ $ Equals the Adjusted Total Amount to be invested $ The Adjusted Total Amount must be $500,000 or more. Signature of Applicant, Director 1, Individual Trustee 1 Name of Applicant Signature of Applicant 2 (if any), Director 2/Company Secretary, Individual Trustee 2 Name of Applicant 2 (if any) Date / / Page 18 of 32 P/C 2097 (03/11) Intranet

85 Section O Nominated Financial Adviser Please complete this section with your nominated financial adviser. Title (e.g. Mr, Mrs) Given name(s) Surname Other names commonly known by (if applicable) Name of Dealer Group Financial adviser s company name (if applicable) AFSL no. ABN Financial Adviser No. Current residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Postal address (if different from above) Street Suburb State Postcode Country Please detach along perforation. Home telephone no. Work telephone no. Date of birth (dd/mm/yyyy) ( ) ( ) / / Fax no. Mobile no. ( ) ( ) Address In future, Westpac may elect to correspondence to you. The remaining parts of this section (other than the Signing Section) are to be completed solely by the financial adviser Is this OEIL application for you? Yes No I elect not to receive a commission in relation to this OEIL. I acknowledge that BT Securities may at its discretion pay an amount to the credit of the loan equal to some or all of the commission which may otherwise have been paid. Record of Verification I acknowledge and confirm that I have sighted the required identity documentation in accordance with the Anti Money Laundering/ Counter Terrorism Financing Act 2006 (Cth) and the completed Certified Copy Certificate and any supporting information is attached to this Application Form. Page 19 of 32 P/C 2097 (03/11) Intranet

86 Identification Requirements for Financial Adviser Only complete this part if you are being granted an Authority to Trade or Authority to operate OEIL Facility in this Section O of the Application Form. Are you an existing Westpac Customer? Yes Please select and complete ONE of the following forms of identification Note: The name of the account or identification must be in the same name as you have provided above. Westpac BSB and Account no. BSB no. Account no. Name of account holder Westpac customer no. Westpac Online Investing / Securities Username or Account no. No To meet our obligations with the Anti Money Laundering/Counter-Terrorism Financing Act 2006 (Cth), we must identify any agents of customers before we provide a service. Unless you have an account with Westpac, you will need to send us original certified copies of identification documents. Please complete the Certified Copy Certificate (Individuals) which is set out in Section Q1 and attach the original certified documents to that Certificate. Signing Section 1. I warrant that all information provided in this Section O is true and correct. Signature of Financial Adviser Date Name of Financial Adviser / / Authority to Trade Share trading through Westpac Securities is provided by Australian Investment Exchange Ltd ( the Participant ) ABN AFSL , a Participant of the ASX Group. Important: This section should be completed by your financial adviser where you wish to authorise your financial adviser to trade and/or conduct transaction/s on your behalf and thereby increase or decrease the balance of your OEIL Facility. Your financial adviser must sign the Authority to Trade declaration and complete the Identification Requirements for Financial Adviser (above). Terms used here have the meaning given to them in the OEIL Information Memorandum unless the context requires otherwise. Westpac Securities Account No.(s) Name of Account Holder Name of Authorised Person(s) Are you an existing Adviser on Westpac Securities? Yes please provide your Westpac Securities Username or Account no. below No please complete Login Details for Financial Adviser below Page 20 of 32 P/C 2097 (03/11) Intranet

87 Login Details for Financial Adviser Please nominate login details for online access Nominate a Username (between 6 to 16 alphanumeric characters) Note: If your nominated Username is already in use, we will nominate a similar alternative on your behalf. You will receive confirmation of your Username with your Welcome Letter or . Nominate a Temporary Login Password for online access Your nominated temporary password : Must be between 6 and 16 characters long Is not case sensitive Must not contain spaces Can contact most characters except < = > ^ { } Must not contain you Username or word password Please make a note of the Temporary Login Password you have nominated. You will be asked to change your Password upon your first login. Please detach along perforation. Signing Section By signing this section of the application form, I/we agree that: 1. I/we authorise the nominated financial adviser to act on my/our behalf in connection with the Westpac Securities Accounts named above, including: a. to acquire, buy, deal with, dispose of or sell any Securities or Options; and b. to access information. 2. I/we authorise and request Westpac Securities and the Participant to accept and act upon any instructions issued by the nominated financial adviser pursuant to this authority and undertake to ratify whatever the nominated financial adviser lawfully does or causes to be done pursuant to this authority. 3. I/we understand the appointment of a nominated financial adviser remains effective until I/we revoke it by providing a notice in writing to the Participant. For company or company trustee borrowers, either two directors, or one director and the secretary OR the sole director and the secretary must sign. Indicate your company capacity by marking the appropriate box below your signature. Signature of Financial Adviser Signature of Individual 1/ Director 1/Individual Trustee 1 Name of Financial Adviser Name of Individual 1/ Director 1 /Individual Trustee 1 Date / / Director or Sole Director and Secretary Signature of Individual 2/ Director 2/Company Secretary/ Individual Trustee 2 Name of Individual 2/ Director 2/ Company Secretary/ Individual Trustee 2 Director or Company Secretary Page 21 of 32 P/C 2097 (03/11) Intranet

88 Authority to operate OEIL Facility Complete this section where you would like your financial adviser to operate your OEIL Facility on your behalf. Where you nominate your financial adviser to act as your nominated financial adviser on your OEIL Facility they will be able to do anything you are able to do under your OEIL Facility. This includes but is not limited to increasing the loan, buying and selling investments and changing your contact details. You may provide us with a written request to terminate this appointment at any time. Your nominated financial adviser must sign the declaration below and complete the Identification Requirements for Financial Adviser (above). I would like to authorise my nominated financial adviser to operate my/our OEIL Facility on my/our behalf. Signing Section By signing this section of the application form, I/we agree that: 1. BT Securities Limited and/or Westpac Securities is authorised to provide any information in relation to my/our OEIL Facility to my/our nominated financial adviser. 2. BT Securities Limited and/or Westpac Securities may verify instructions received from my/our nominated financial adviser but is not obliged to do so. 3. I/we will ratify any action taken by my/our nominated financial adviser in accordance with this authority. 4. The nominated financial adviser confirms that they are an Australian resident for tax purposes. For company or company trustee borrowers, either two directors, or one director and the secretary OR the sole director and the secretary must sign. Indicate your company capacity by marking the appropriate box below your signature. Signature of Financial Adviser Signature of Individual 1/ Director 1/Individual Trustee 1 Name of Financial Adviser Name of Individual 1/ Director 1/ Individual Trustee 1 Date / / Director or Sole Director and Secretary Signature of Individual 2/ Director 2/Company Secretary/ Individual Trustee 2 Name of Individual 2/ Director 2/Company Secretary/ Individual Trustee 2 Director or Company Secretary Financial advisor stamp Westpac Private Bank Use Only Executive Manager name Executive Manager no. Adviser initials Customer CIS Key Page 22 of 32 P/C 2097 (03/11) Intranet

89 Section P Authorised Representative Authorised Representative Details Please complete this section if you would like to appoint someone other than your nominated financial adviser to trade, conduct transactions and/or operate your OEIL Facility on your behalf. If you would like to appoint more than one authorised representative, please photocopy this section and attach it to this Application Form. Title (eg, Mr, Mrs) Given Name(s) Surname Other names commonly known by Date of birth (dd/mm/yyyy) Driver Licence No. State of Issue / / Current residential address (P.O. Box not acceptable) Street Suburb State Postcode Country Postal address (if different from above) Street Suburb State Postcode Country Home telephone no. Work telephone no. ( ) ( ) Fax no. Mobile no. Please detach along perforation. ( ) ( ) Address In future, Westpac may elect to correspondence to you. Page 23 of 32 P/C 2097 (03/11) Intranet

90 Identification Requirements for Authorised Representative(s) Is the Authorised Representative an existing Westpac Customer? Yes Please select and complete ONE of the following forms of identification Note: The name of the account or identification must be in the same name as you have provided above. Westpac BSB and Account no. BSB no. Account no. Name of account holder Westpac customer no. Westpac Online Investing / Securities Username or Account no. No To meet our obligations with the Anti Money Laundering/Counter-Terrorism Financing Act 2006 (Cth), we must identify any agents of customers before we provide a service. Unless you have an account with Westpac, you will need to send us original certified copies of identification documents. Please complete the Certified Copy Certificate (Individuals) which is set out in Section Q1 and attach the original certified documents to that Certificate. Authority to Trade Share trading through Westpac Securities is provided by Australian Investment Exchange Ltd ( the Participant ) ABN AFSL , a Participant of the ASX Group. Important: This section should be completed where you wish to authorise your authorised representative to trade and/or conduct transaction/s on your behalf and thereby increase or decrease the balance of your OEIL Facility. Your authorised representative must sign the Authority to Trade declaration and complete the Identification Requirements for Authorised Representative(s) above. Terms used here have the meaning given to them in the OEIL Information Memorandum unless the context requires otherwise. Westpac Securities Account No.(s) Name of Account Holder Name of Authorised Person(s) Authorised Representative, please complete the section below. Are you an existing Westpac Securities Account Holder? Yes please provide your Westpac Securities Username or Account no. below No please complete Login Details for Authorised Representative on next page Page 24 of 32 P/C 2097 (03/11) Intranet

91 Please nominate login details for online access Login Details for Authorised Representative Nominate a Username (between 6 to 16 alphanumeric characters) Note: If your nominated Username is already in use, we will nominate a similar alternative on your behalf. You will receive confirmation of your Username with your Welcome Letter or . Nominate a Temporary Login Password for online access Your nominated temporary password : Must be between 6 and 16 characters long Is not case sensitive Must not contain spaces Can contact most characters except < = > ^ { } Must not contain you Username or word password Please make a note of the Temporary Login Password you have nominated. You will be asked to change your Password upon your first login. Please detach along perforation. Signing Section By signing this section of the Application Form, I/we agree that: 1. I/we authorise the Authorised Representative(s) to act on my/our behalf in connection with the Westpac Securities Accounts named above, including: a. to acquire, buy, deal with, dispose of or sell any Securities or ETOs; and b. to access information. 2. I/we authorise and request Westpac Securities and the Participant to accept and act upon any instructions issued by the Authorised Representative(s) pursuant to this authority and undertake to ratify whatever the Authorised Representative(s) lawfully does or causes to be done pursuant to this authority. 3. I/we understand the appointment of an Authorised Representative(s) remains effective until I/we revoke it by providing a notice in writing to the Participant. For company or company trustee borrowers, either two directors, or one director and the secretary OR the sole director and the secretary must sign. Indicate your company capacity by marking the appropriate box below your signature. Signature of Authorised Representative Name of Authorised Representative Date Signature of Individual 1/ Director 1/Individual Trustee 1 Name of Individual 1/ Director 1/ Individual Trustee 1 / / Director or Sole Director and Secretary Signature of Individual 2/ Director 2/Company Secretary/ Individual Trustee 2 Name of Individual 2/ Director 2/Company Secretary/ Individual Trustee 2 Director or Company Secretary Page 25 of 32 P/C 2097 (03/11) Intranet

92 Authority to operate oeil facility Complete this section where you would like your authorised representative to operate your OEIL Facility on your behalf. Where you nominate your authorised representative to act as your authorised representative on your OEIL Facility they will be able to do anything you are able to do under your OEIL Facility. This includes but is not limited to increasing the loan, buying and selling investments and changing your contact details. You may provide us with a written request to terminate this appointment at any time. Your authorised representative must sign the declaration below and complete the Identification Requirements for Authorised Representative(s) above. I would like to authorise my authorised representative to operate my/our OEIL Facility on my/our behalf. Signing Section By signing this section of the Application Form, I/we agree that: 1. BT Securities Limited and/or Westpac Securities is authorised to provide any information in relation to my/our OEIL Facility to the authorised representative/s and can assume that each authorised representative has the authority to operate the loan independently. 2. BT Securities Limited and/or Westpac Securities may verify instructions received from the authorised representative/s but is not obliged to do so. 3. I/we will ratify any action taken by the authorised representative/s in accordance with this authority. 4. The nominated authorised representative confirms that they are an Australian resident for tax purposes. For company or company trustee borrowers, either two directors, or one director and the secretary OR the sole director and the secretary must sign. Indicate your company capacity by marking the appropriate box below your signature. Signature of Authorised Representative Name of Authorised Representative Date / / Signature of Individual 1/ Director 1/Individual Trustee 1 Name of Individual 1/ Director 1/ Individual Trustee 1 Director or Sole Director and Secretary Signature of Individual 2/ Director 2/Company Secretary/ Individual Trustee 2 Name of Individual 2/ Director 2/Company Secretary/ Individual Trustee 2 Director or Company Secretary Westpac Private Bank Use Only Executive Manager name Executive Manager no. Customer CIS Key Page 26 of 32 P/C 2097 (03/11) Intranet

93 Section Q1 Certified Copy Certificate (Individuals) Attach certified copies here Westpac Banking Corporation ABN Certified Copy Certificate Customer Identification Documents (To be used for Individuals only) This form may be used where you are not able to present your original identification documents to us in person. Part A: Customer Details Full name Date of birth (dd/mm/yyyy) / / Residential address Suburb State Postcode Country Signature of customer (to be signed in the presence of the certifier) Please detach along perforation. Part B: Certifier Details Please complete Part B to enable us to contact you if necessary to confirm any information provided on this form. Full name Occupation Place of employment Business phone no. ( ) Employment address Suburb State Postcode Country Category of certifier (see list on page 29) Where the name on the identification documents differs from the name used by the customer, provide an explanation given by the customer or sight and record documentation which identifies the customer in their former name e.g. marriage certificate or deed poll. Signature of Certifier I have examined the originals of all the documents which are set out in Part C of this form. The copy documents attached are true and correct copies of the original documents examined by me. The customer signed this form in my presence. Privacy Statement: We are collecting your personal information in order to assist in the identification of the Customer named in Part A. Signature Date / / Page 27 of 32 P/C 2097 (03/11) Intranet

94 Part C: Details of Documents Certified At least two identification documents must be certified with at least one being a primary identification document. The combination of identification documents certified must contain the customer s full name, residential address and date of birth. Certify the first page of the document(s) with This is a true copy of the original document followed by the Certifier s signature and the date. Initial any subsequent pages. All documents must be current unless specified otherwise. If any document is written in a language other than English, it must be accompanied by an English translation prepared by an accredited translator. Primary identification documents please tick (3) which document(s) are certified. Document Certified Birth certificate Australian (full birth certificate or extract birth certificate)... Birth certificate Foreign (issued by a foreign government, the United Nations or an agency of the United Nations; must be a full birth certificate)... NSW birth card*... Citizenship certificate Australian... Citizenship certificate Foreign (issued by a foreign government)... Driver s licence Australian*... Learner s driver s licence Australian*... Passport Australian (can either be current or expired within the last 2 years; must not be cancelled, defaced or mutilated)*... Passport Foreign (issued by a foreign government, the United Nations or an agency of the United Nations; must not be cancelled, defaced or mutilated)*... Travel document Foreign (issued by a foreign government, the United Nations or an agency of the United Nations)*... Pension card Centrelink... Pension card Department of Veterans Affairs... * must contain a photograph and signature Secondary identification documents please tick (3) which document(s) are certified. Document Certified Driver s licence Foreign*... Security guard s licence*... Public Service employee ID card Australian*... Australian Taxation Office (ATO) notice issued within the last 12 months and includes the customer s name and residential address... Financial benefits notice issued by a Commonwealth, State or Territory government issued within the last 12 months and includes the customer s name and residential address (e.g. a notice from Centrelink)... Financial institution passbook (Australian) which must be current and have a black light signature... Utilities notice issued by a local government or utilities provider within the last 3 months and includes the customer s name and residential address... Health care card Centrelink... Health care card Department of Veterans Affairs... Marriage certificate Australian... Medicare card... Commonwealth seniors health card or State seniors card... * must contain a photograph and/or signature Page 28 of 32 P/C 2097 (03/11) Intranet

95 Checklist for Certifier (must be completed in full by the Certifier) Please tick (3) All parts of this form have been completed. You are a person within a specified class of accepted certifiers defined below in Category of Certifiers. All identification documents are certified as a true copy of the original document. At least two identification documents are certified with at least one being a primary identification document. The combination of identification documents certified contains the customer s full name, residential address and date of birth. This form was signed by the customer in your presence. The certified copies are attached to this form. NOTE : It is an offence under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 to knowingly provide false or misleading information or knowingly produce a false or misleading document. Penalty: Imprisonment for 10 years. Category of Certifiers Please detach along perforation. (Note: Overseas customers can ONLY use category 11 or 16 below) 1. A person who is enrolled on the roll of the Supreme Court of a State or Territory, or the High Court of Australia, as a legal practitioner (however described) 2. A judge of a court 3. A magistrate 4. A chief executive officer of a Commonwealth court 5. A registrar or deputy registrar of a court 6. A Justice of the Peace 7. A notary public (for the purposes of the Statutory Declaration Regulations 1993) 8. A police officer 9. An agent of the Australian Postal Corporation who is in charge of an office supplying postal services to the public 10. A permanent employee of the Australian Postal Corporation with 2 or more years of continuous service who is employed in an office supplying postal services to the public Office Use Only 11. An Australian consular officer or an Australian diplomatic officer (within the meaning of the Consular Fees Act 1955) 12. An officer with 2 or more continuous years of service with one or more financial institutions (for the purposes of the Statutory Declaration Regulations 1993) 13. A finance company officer with 2 or more continuous years of service with one or more finance companies (for the purposes of the Statutory Declaration Regulations 1993) 14. An officer with, or authorised representative of, a holder of an Australian financial services licence, having 2 or more continuous years of service with one or more licensees 15. A member of the Institute of Chartered Accountants in Australia, CPA Australia or the National Institute of Accountants with 2 or more years of continuous membership 16. An international bank employee authorised by their institution to open accounts, where the international bank is acceptable to the Bank Westpac Group officer s name Salary no. Branch/Department BSB Customer IDV No. Signature Date / / Page 29 of 32 P/C 2097 (03/11) Intranet

97 Section Q2 Certified Copy Certificate (Organisations) Attach certified copies here Westpac Banking Corporation ABN Certified Copy Certificate Customer Identification Documents (Organisations) (To be used for Companies, Sole Traders, Trusts, Partnerships, Associations, Registered Cooperatives & Government Bodies) For individuals, complete form P/C This form may be used where you are not able to present your original identification documents to us in person. Part A: Customer Details Type of Customer (please tick ) Company Sole Trader Trust Partnership Association Registered Cooperative Government Body Full name (Registered name if applicable) Address (Registered address if applicable) Suburb State Postcode Country Please detach along perforation. ACN/ABN/ARBN Part B: Certifier Details Please complete Part B to enable us to contact you if necessary to confirm any information provided on this form. Full name Occupation Place of employment Business phone no. ( ) Employment address Suburb State Postcode Country Category of certifier (see list on page 32) Signature of Certifier I have examined the originals of all the documents which are set out in Part C of this form. The copy documents attached are true and correct copies of the original documents examined by me. Privacy Statement: We are collecting your personal information in order to assist in the identification of the Customer named in Part A. Signature Date / / Part C: Details of Document(s) Certified Please tick ( ) which document(s) are certified. Where more than one document is listed, only one document is required to be certified unless otherwise instructed by us. Certify the first page of the document(s) with This is a true copy of the original document followed by the Certifier s signature and the date. Initial any subsequent pages. If any document is written in a language other than English, it must be accompanied by an English translation prepared by an accredited translator. Page 31 of 32 P/C 2097 (03/11) Intranet

98 Customer Type Document Certified Company Sole Trader Certificate of incorporation or registration in Australia; or equivalent document issued by the relevant foreign registration body Certificate of registration of business name Trust Partnership Extract(s) of the trust deed where the names of the trust, trustees and beneficiaries are evident Partnership agreement or extract where the full name of the partnership is evident Certificate of registration of business name Association Registered Cooperative Government Body Constitution or rules or minutes of a meeting of the association or relevant extract where the full name and incorporation no. (if applicable) of the association are evident. Certificate of incorporation in Australia; or equivalent document issued by the relevant foreign registration body Register maintained by the cooperative or minutes of a meeting of the cooperative or relevant extract where the full name and registration no. of the cooperative are evident. Certificate of registration in Australia; or equivalent document issued by the relevant foreign registration body Document issued by the relevant government office/department or commission Other documents please specify. Note: We reserve the right to reject any document listed here. Checklist for Certifier (must be completed in full by the Certifier) Please tick ( ) All parts of this form have been completed. You are a person within a specified class of accepted certifiers defined below in Category of Certifiers. All documents are certified as a true copy of the original document. The certified copies are attached to this form. Note: It is an offence under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 to knowingly provide false or misleading information or knowingly produce a false or misleading document. Penalty: Imprisonment for 10 years. Category of Certifiers (Note: Overseas customers can ONLY use category 11 or 16 below) 1. A person who is enrolled on the roll of the Supreme Court of a State or Territory, or the High Court of Australia, as a legal practitioner (however described) 2. A judge of a court 3. A magistrate 4. A chief executive officer of a Commonwealth court 5. A registrar or deputy registrar of a court 6. A Justice of the Peace 7. A notary public (for the purposes of the Statutory Declaration Regulations 1993) 8. A police officer 9. An agent of the Australian Postal Corporation who is in charge of an office supplying postal services to the public 10. A permanent employee of the Australian Postal Corporation with 2 or more years of continuous service who is employed in an office supplying postal services to the public 11. An Australian consular officer or an Australian diplomatic officer (within the meaning of the Consular Fees Act 1955) 12. An officer with 2 or more continuous years of service with one or more financial institutions (for the purposes of the Statutory Declaration Regulations 1993) 13. A finance company officer with 2 or more continuous years of service with one or more finance companies (for the purposes of the Statutory Declaration Regulations 1993) 14. An officer with, or authorised representative of, a holder of an Australian financial services licence, having 2 or more continuous years of service with one or more licensees 15. A member of the Institute of Chartered Accountants in Australia, CPA Australia or the National Institute of Accountants with 2 or more years of continuous membership 16. An international bank employee authorised by their institution to open accounts, where the international bank is acceptable to us. Office Use Only Westpa Group officer s name Salary no. Branch/Department BSB Customer IDV no. Signature Date / / Page 32 of 32 P/C 2097 (03/11) Intranet

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100 Directory Call the OEILs Sales Team us at Facsimile Postal Address Level 9, 360 Collins Street Melbourne VIC Westpac Banking Corporation ABN (04/11)