Westpac Retirement Plan Investment Statement

Westpac Retirement Plan Investment Statement INVESTMENT ADVISORY SERVICE This is an investment statement for the purposes of the Securities Act 1978 and is dated 21 September 2011.

Important information (The information in this section is required under the Securities Act 1978). Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself. Choosing an investment When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below: Page What sort of investment is this? 1 Who is involved in providing it for me? 1 How much do I pay? 6 What are the charges? 7 What returns will I get? 2 What are my risks? 4 Can the investment be altered? 9 How do I cash in my investment? 10 Who do I contact with inquiries about my investment? 10 Is there anyone to whom I can complain if I have problems with the investment? 11 What other information can I obtain about this investment? 11 In addition to the information in this document, important information can be found in the current registered prospectus for the investment. You are entitled to a copy of that prospectus on request. The Financial Markets Authority regulates conduct in financial markets The Financial Markets Authority regulates conduct in New Zealand s financial markets. The Financial Markets Authority s main objective is to promote and facilitate the development of fair, efficient, and transparent financial markets. For more information about investing, go to http://www.fma.govt.nz. Financial advisers can help you make investment decisions Using a financial adviser cannot prevent you from losing money, but it should be able to help you make better investment decisions. Financial advisers are regulated by the Financial Markets Authority to varying levels, depending on the type of adviser and the nature of the services they provide. Some financial advisers are only allowed to provide advice on a limited range of products. When seeking or receiving financial advice, you should check: the type of adviser you are dealing with: the services the adviser can provide you with: the products the adviser can advise you on. A financial adviser who provides you with personalised financial adviser services may be required to give you a disclosure statement covering these and other matters. You should ask your adviser about how he or she is paid and any conflicts of interest he or she may have. Financial advisers must have a complaints process in place and they, or the financial services provider they work for, must also belong to a dispute resolution scheme if they provide services to retail clients. So if there is a dispute over an investment, you can ask someone independent to resolve it. Most financial advisers, or the financial services provider they work for, must also be registered on the financial service providers register. You can search for information about registered financial service providers at http://www.fspr.govt.nz. You can also complain to the Financial Markets Authority if you have concerns about the behaviour of a financial adviser. To help you achieve your savings and investment goals, Westpac offers a range of investments. The Westpac Retirement Plan has been designed to make planning ahead for retirement that little bit easier and more flexible. It s also suitable for people who have already retired and want to make the most of their money. With this plan you can choose from three different portfolios which offer a wide spread of investments. You can invest in any or all of these portfolios by making regular investments or paying in lump sums when it suits. Once you are 60 you can withdraw all or part of your investment any time you want. In the following pages you ll find important information you need to know before you make your decision. It includes the investment statement covering things we have to tell you by law, and other information we think you ll find useful. If you ve got any questions once you ve read this, talk with your investment adviser or call us on 0800 738 641. Investments made to the Westpac Retirement Plan do not represent bank deposits or other liabilities of Westpac Banking Corporation ABN 33 007 457 141 (Westpac), Westpac New Zealand Limited (Westpac NZ) or other members of the Westpac group of companies. They are subject to investment and other risks, including possible delays in payment of withdrawal amounts in some circumstances, and loss of investment value, including principal invested. The ultimate holding company of BT Funds Management (NZ) Limited is Westpac. None of BT Funds Management (NZ) Limited (as Trustee), Westpac NZ, Westpac, any member of the Westpac group of companies (or any of their nominees), or any director of any of those entities, or any other person, guarantees the Westpac Retirement Plan s performance, returns, or repayment of capital. The Westpac Retirement Plan is not offered, and this investment statement does not constitute an offer, in any jurisduction other than in New Zealand.

What sort of investment is this? The Westpac Retirement Plan (the retirement plan ) is a personal superannuation scheme, though it is not a KiwiSaver scheme or complying superannuation fund as defined in the KiwiSaver Act 2006. You invest money for your retirement by making regular payments to the retirement plan or by paying in lump sums. Everyone who invests in the retirement plan is a member and your investments correspond to units in whichever portfolio(s) you choose. There are three different portfolios to invest in the Dynamic Portfolio, the Balanced Portfolio and the Accumulation Portfolio. Each one offers a different investment mix and different levels of potential return. You can invest in any or all of these portfolios. The retirement plan is a Portfolio Investment Entity ( PIE ) for tax purposes. Here s an overview of how the retirement plan works The retirement plan is a managed fund. Members money is pooled and managed by a team of experienced professionals. This gives you access to a wider range of investments and more buying power than you have as an individual investor. The retirement plan is multi-sector. Each portfolio may invest in all or some of the different investment sectors cash, fixed interest, shares and property (including both New Zealand and international shares and fixed interest, and listed and unlisted interests in property). The Dynamic Portfolio and Balanced Portfolio also invest in alternative investments 1, and may invest in derivatives. Investments may be held in other funds to obtain the appropriate exposure to these sectors. The retirement plan is unit-based. The money you invest corresponds to units in the portfolio(s) you choose. Each unit represents a share of the relevant portfolio s assets, so changes in asset values affect the unit value. Each portfolio s unit value is regularly calculated. The retirement plan is market-linked. The value of your investment and the returns you get depend on the value of the assets and any income they earn. The value of your investment will go up or down in line with the market value of those assets. Who is involved in providing it for me? The retirement plan is provided by BT Funds Management (NZ) Limited, but you can ask for advice about the retirement plan, or make an application, at any Westpac branch. Trustee and Issuer BT Funds Management (NZ) Limited ( BT ) is the Trustee and issuer of the retirement plan. The Trustee s principal place of business is: Level 10, Westpac on Takutai Square 16 Takutai Square, Auckland 1010 Write to: PO Box 27-031 Wellington, 6141 Phone 0800 738 641 (between 8am and 5.30pm, Monday to Friday). The directors of the Trustee are: Ian Nicholas New of Wellington, New Zealand Mark John Smith of Sydney, Australia George Frazis of Auckland, New Zealand Richard Warren Jamieson of Sydney, Australia David Alexander McLean of Auckland, New Zealand The directors may change from time to time without notice to members. A list of the directors of the Trustee is available online at www.business.govt. nz/companies. As Trustee, BT is responsible for the overall administration and investment management of the retirement plan. To secure effective access to investment markets the retirement plan may invest in a variety of other funds. These underlying funds often utilise specialist investment managers which may be added to, removed, or replaced at any time without prior notice being given to investors. Details of any underlying specialist investment managers can be obtained by calling 0800 738 641 or by visiting www.westpac.co.nz. Promoters The Trustee is a Promoter of the retirement plan. Westpac New Zealand Limited ( Westpac NZ ) and its directors are also Promoters of the retirement plan, with the exception of George Frazis who is also a director of the Trustee. Westpac NZ s principal place of business is: Westpac on Takutai Square, 16 Takutai Square, Auckland 1010 Write to: Westpac on Takutai Square 53 Galway Street Auckland 1010 Westpac NZ s directors are: Philip Matthew Coffey of Sydney, Australia George Frazis of Auckland, New Zealand Christopher John David Moller of Lower Hutt, New Zealand Janice Amelia Dawson of Auckland, New Zealand Ralph Graham Waters of Sydney, Australia Peter David Wilson of Wellington, New Zealand The directors may change from time to time without notice to members. A list of the directors of Westpac NZ is available online at www.business.govt. nz/companies. Administration Managers Trustees Executors Limited, MMc Limited and The Hong Kong and Shangai Banking Corporation Limited provide certain administrative functions to the retirement plan. Trustees Executors Limited s contact address is the same as BT. Its principal place of business is currently Level 5, 10 Customhouse Quay, Wellington 6011. 1 Alternative investments refer to a growing range of investments that do not fall within the four main asset classes. Alternative investments can be based on publicly traded securities like shares, fixed interest and derivatives (which include hedge funds, absolute return funds and commodity investments). Some alternative investments are based on private securities; these include venture capital and private equity. Investment strategies that may be found in some alternative investments include the use of gearing, short selling (selling something you do not own with a view to buying it back later at a lower price), and more extensive use of derivatives. Westpac Saving and investing in the Westpac Retirement Plan 1

MMc Limited s address is currently Level 13, 23 Customs Street, Auckland 1010. The Hongkong and Shanghai Banking Corporation Limited s address is currently Level 9, HSBC House, 1 Queen Street, Auckland 1010. The addresses referred to above in respect of the Trustee, the Promoters and the Administration Managers may change from time to time without notice to members. Details of the current addresses of the Trustee, the Promoters and the Administration Managers are available online at www.business.govt. nz/companies. The retirement plan is a superannuation scheme registered under the Superannuation Schemes Act 1989. Its main purpose is to provide retirement benefits. The retirement plan has operated in its current form since 1989. What returns will I get? Investments can be compared to the rungs of a ladder. At the foot of the ladder the returns are relatively low over the longer-term but they are likely to be more stable. The higher up the ladder you go the greater the potential for a higher return over time, but the more likely it is that your returns will fluctuate. The value of your investment and your returns depend on the value of the assets in your portfolio and any interest or dividends those assets earn. Assets may be split into growth assets and income assets, where growth assets refer to investments such as equities and property, and income assets generally describe cash and fixed interest investments. Typically growth assets have the potential to achieve capital growth over the medium to long term but involve more risk with the potential for higher returns. Income assets on the other hand tend to provide generally steady, but lower levels of return. Alternative investments tend to be a mixture of both growth and income assets. The more growth assets you have in your portfolio, the higher your potential returns will be over the long term. General information about returns The retirement plan is a market-linked investment. Your investment and returns are affected by the value of each relevant portfolio s assets and any interest or dividends they earn. So the value of your investment can go up or down as the market value of the assets changes. No amount of returns, or payment of any set amount at retirement (or any other time), is promised by any person and no money is held back in reserve for future payments. None of Westpac NZ, Westpac Banking Corporation or any member of the Westpac group of companies guarantees your capital or returns. BT is legally liable for making sure any returns are paid, but does not promise or guarantee any amount. Past performance is not necessarily indicative of future performance. Returns may be negative and members may in certain circumstances receive less than they invested. Your return (or benefit) is in the nature of a lump sum equal to the release price of the units you hold. You don t have to take everything at once you can usually spread out your withdrawal to suit your needs. Your benefit can be paid when or after you reach age 60 if you retire early because of total and permanent disablement if you emigrate permanently (paid at the Trustee s discretion) if you die if you request that your benefit be transferred to another registered scheme. What returns will I get? Your benefit may also be paid, at the Trustee s discretion, in the following circumstances if your financial circumstances change before age 60 evidenced to the Trustee s satisfaction (three months notice of withdrawal is required, unless the Trustee at its sole discretion accepts a lesser period of notice) in the event of financial hardship evidenced to the Trustee s satisfaction. The Trustee can decide not to make a payment in the event of financial hardship or change of financial circumstances before age 60 if the interests of other members would be prejudiced. General Information on tax We set out on the next page the current tax treatment of the retirement plan. Tax legislation, its interpretation, and the rates and bases of taxation may change. The application of taxation laws depends upon a member s individual circumstances and therefore members should seek professional tax advice on the tax consequences of their investment. The retirement plan is a PIE for tax purposes. In the long term a well-balanced share portfolio is likely to give the highest return of all the investments shown here. Of the three portfolios, this one has the highest proportion of growth assets and the potential for the greatest returns over time. This portfolio balances income and growth assets, offering the potential for a medium level of return. This portfolio invests in a higher proportion of fixed interest and cash assets. Your returns are likely to be lower than the other portfolios over the long term. Bank term investments offer stable returns, but in the long term the return is likely to be lower than investments which include growth assets. 2 Westpac Saving and investing in the Westpac Retirement Plan

Any gain made by the retirement plan when selling shares in companies resident in New Zealand, or certain companies resident in Australia and listed on certain approved Australian Stock Exchange ( ASX ) indices (which currently include the Standard & Poors All Ordinaries Index) and that maintain a franking credit account, is not subject to any tax under the PIE regime. Dividends on these shares are taxable subject to any imputation credits or foreign withholding tax credits received. For tax purposes, the retirement plan will generally be treated as deriving taxable income equal to 5% of the daily average market value of its Foreign Investment Fund ( FIF ) international equity interests for each income year. FIF international equity interests generally include shares in overseas companies (other than the Australian companies referred to above) and units in overseas unit trusts. Any dividends received from FIF international equity interests, and profits from sales of most FIF international equity interests, are not taxed under the FIF regime. Generally no tax deduction may be claimed under the FIF regime for any losses in respect of a FIF international equity interest. See the prospectus for more details. The retirement plan is taxed under the ordinary tax rules in respect of its other income, and is therefore taxed on all interest received from other assets. The Trustee will calculate the amount of taxable income (or loss) and any tax credits or other amounts attributable to you from the retirement plan. The retirement plan will pay tax on the taxable income attributed to you at the prescribed investor rate ( PIR ) notified by Which investment? you. Your PIR will be one of the following rates (assuming you provide us with your correct IRD number) 2. 10.5% if you are a New Zealand tax resident and earned $14,000 or less of taxable income (excluding income from PIEs) and $48,000 or less in total of taxable income (including net PIE income after subtracting attributable PIE losses) in either of the last two income years; and 17.5% if you are a New Zealand tax resident who does not qualify for the 10.5% rate, but earned $48,000 or less of taxable income (excluding income from PIEs) and $70,000 or less in total of taxable income (including net PIE income after subtracting attributable PIE losses) in either of the last two income years; and 28% if you do not qualify for the 17.5% or 10.5% rate. Income years generally commence on 1 April in any year and end on 31 March the following year. In calculating your PIR, taxable income includes non NZ-sourced income even if (from 1 April 2012) you were not resident when it was earned. New residents will be able to elect out of this treatment in some cases (see www.ird.govt.nz). BT currently intends to reflect PIE tax by cancelling units of a member equal in aggregate value to the PIE tax paid in respect of that member. This cancellation will usually occur after the end of the retirement plan s income year. However if a member receives a benefit from the retirement plan or switches between portfolios during the year, then immediately prior to the payment of the benefit or the switch, BT may cancel units held by the member equal in aggregate value to the PIE tax on the income attributed to those units. Please indicate your correct PIR on the application form. If you do not provide your PIR and your IRD number, then any taxable income attributed to you by the retirement plan will be taxed at 28%. If your PIR subsequently changes, you must inform BT (except where a change is due to a change in the statutory tax rate rather than a change in your income). If you do not provide your correct PIR, then you may be obliged to pay any tax shortfall (plus any interest and penalties), and may be required to file a tax return. Any excess tax paid on your behalf cannot be claimed back as PIE tax is a final tax. The Commissioner of Inland Revenue can require that the PIR notified by a member be disregarded if the Commissioner considers the rate is incorrect. In such cases the rate applied will be the rate that the Commissioner considers appropriate. Further information on PIEs, and on tax generally, is contained in the registered prospectus for the retirement plan. Further information on PIRs can be found at www.ird.govt.nz. Tax on withdrawals from the retirement plan The Trustee is liable for and pays all tax out of the assets of the retirement plan. If you have provided your correct PIR then income attributed to you from the retirement plan does not form part of your assessable income for tax purposes. Under current legislation a withdrawal from the retirement plan, after deducting the investment income tax payable by the retirement plan on behalf of the member, is payable as a tax-free lump sum. What are my investment risks? Investing in a range of shares Higher potential return Higher volatility Your returns will fluctuate. There may be significant negative returns at times. Dynamic Portfolio High potential return High volatility Your returns will vary and may be low or negative some years. Balanced Portfolio Medium potential return Medium volatility Your returns will vary and could be low or negative at times. Accumulation Portfolio Lower potential return Lower volatility Your returns will vary but are likely to be more stable than for the other portfolios. Bank term investments Lowest potential return Lowest volatility Your returns are related to market interest rates. 2 The rates and basis of taxation may change. Westpac Saving and investing in the Westpac Retirement Plan 3

What are my risks? Risk is the likelihood of you not getting all your money back, or getting a lower return than you expected. All investments have some level of risk. In general terms, the lower the risk is, the lower the potential returns will be over the long term. The higher the exposure to growth assets, the greater the potential for negative returns in the short term. To compensate for this risk the portfolios with higher exposure to growth assets have the potential for higher returns over the medium to long term. Volatility is the word used to describe how much the value of your investment varies. The levels of volatility shown previously are likely to increase during periods of investment market uncertainty. General information about risks The main risks to your capital and returns are variations in the market value or returns of the portfolio. If market conditions have been poor or you invest for a short time and the returns are less than the charges you ve paid, the value of your investment will be affected. If you end your investment in these circumstances, it is reasonably foreseeable that you could get back less than you paid in. Some examples of the risks that may produce this result and that are involved in an investment in the retirement plan include investment risk exposure to an investment asset may be affected by unexpected changes in that investment asset s or sector s business environment. The value of share and fixed interest derivatives is linked to the value of the underlying assets and can be highly volatile. As with all investment decisions, there is a risk that actual performance does not meet expectations. market risk markets are affected by a host of factors including economic, taxation and regulatory conditions, market sentiment, political events, movements in interest rates and currency, and environmental and technology issues. product risk changes may be made to the retirement plan from time to time, including changing the portfolio aim, strategy or asset allocation targets, benchmarks and specialist investment managers, adding to, closing or winding up the portfolios or the retirement plan and changing the fees and charges or minimum amounts. Further details of how the retirement plan can change are under Can the investment be altered? operational risk - a failure of internal processes and procedures, fraud, litigation, disruption to business by industrial disputes, systems failures, pandemics, natural disasters and other unforeseen external events which might affect the business of the Trustee or the retirement plan and its investments. contractor risk - a third party may fail to properly provide services to the retirement plan. PIE related risks - if the retirement plan fails to satisfy the PIE eligibility criteria (as defined in the Income Tax Act 2007), and that failure is not remedied within the period permitted under that Act, the retirement plan may lose its PIE status, in which case the retirement plan will be taxed at 28% on all taxable income. The Trustee has implemented processes to monitor ongoing PIE eligibility compliance for the retirement plan, and has a number of powers available to it to proactively manage this risk. You may incur a tax liability as a result of advising the wrong PIR or failing to advise the Trustee when your PIR increases. Under the trust deed, if the Trustee requests a member to provide information to the Trustee to enable the Trustee to determine whether the retirement plan continues to meet the PIE eligibility requirements, the member must supply information within 30 days of the request. You need to choose a portfolio where the investment strategy and risks are acceptable to you. A change in tax or other applicable legislation or regulation could impact on the retirement plan s returns. You are not liable to pay money to anyone else if the retirement plan or the Trustee become insolvent. If the retirement plan or Trustee are liquidated or wound up, creditors claims will rank ahead of members claims. All members claims to their member accounts will rank equally. Any remaining balance will be distributed in an equitable manner as determined by the Trustee. In managing risks (particularly market and currency risk), financial instruments known as derivatives may be used. A derivative is any financial contract whose value depends on the future value of underlying assets such as shares, fixed interest, currency or cash. Examples of derivatives include swaps, warrants, structured notes, futures contracts, options and forward rate agreements. Derivatives may be used as an alternative to investing in the physical asset or as a risk management tool, by providing a similar exposure to the investment as buying or selling the asset underlying the derivative. It is not the Trustee s policy for derivatives to be used to gear a portfolio (that is, to obtain greater exposure to markets than the net asset value of the portfolio). If for any reason (including market movements or cash flows) a portfolio becomes geared, the portfolio will be realigned as soon as practicable to remove any gearing. The underlying investment funds that the retirement plan invests into may, however, use gearing. 4 Westpac Saving and investing in the Westpac Retirement Plan

How do they compare? Dynamic Portfolio The Dynamic Portfolio is for investors who want higher potential returns and who are more comfortable with greater fluctuations in returns. This portfolio has the highest proportion of growth assets (including shares and/or listed or unlisted interests in property), invests in alternative investments, and has the potential for the highest return over time. However, returns will vary and are likely in some years to be low or negative. Balanced Portfolio The Balanced Portfolio is for investors who prefer to accept a medium potential return for medium risks. This portfolio balances income and growth assets and invests in alternative investments. It has potential for high returns over time due to the still significant proportion of growth assets. However, returns will vary and at times may be low or negative. How is my money invested? Alternative Investments 7% Cash 5% NZ Fixed Interest 5% International Fixed Interest 10% Listed Property 10% International Shares 38% NZ Shares 3 25% Cash 5% Alternative Investments 5% NZ Fixed Interest 15% International Fixed Interest 20% International Shares 30% Listed Property 5% NZ Shares 3 20% Each of the portfolios is accounted for separately. It is intended that a member will only share in the profits and losses of the portfolio or portfolios in which they invest. However, the assets of any of the portfolios are available to meet the liabilities of another portfolio in the unlikely event that the assets of the other portfolio are unable to meet its liabilities (including contingent liabilities). Which portfolio is right for you? You have a choice of three different portfolios: the Dynamic, Balanced and Accumulation Portfolios. Each one invests in the different investment sectors in different ways and offers different levels of potential returns. You can invest in any or all of the portfolios. Finding the right balance It s important to find the right balance between return and risk, to suit your investment style and needs. You need to be comfortable about your investments they should not cause you to lose sleep. You ll want to consider how long you are investing for and what growth factor (if any) will help you achieve your financial goals. Investment needs change, so it s also important to review your portfolio choices from time to time. Accumulation Portfolio The Accumulation Portfolio is for people who require more stable returns. This portfolio invests only in cash and fixed interest securities. Returns will vary, but are likely to be more stable than with the other portfolios. These charts show typical investment mixes as at the date of this investment statement. Actual mixes may vary considerably from time to time. In preparing the asset exposure of the portfolios, we have taken into account both direct and indirect investments and the effects of futures and options contracts. 3 From time to time up to 50% of NZ shares can be invested in the Australian share market. International Fixed Interest 40% Cash 40% NZ Fixed Interest 20% Spreading your investment Spreading or diversifying your investments is a key strategy for pursuing long term financial goals. Each of the portfolios is spread across different investment sectors, as well as across different countries, industries and companies. For example the New Zealand fixed interest portion of each portfolio includes a variety of interest earning investments from both government and private sectors. International share investments are spread across a number of countries such as the USA, UK and Japan and cover a wide range of industries and companies. Building up your investment The retirement plan offers a flexible approach to investing for retirement. You can contribute a lump sum, make regular investments or a combination of both. You can pay in extra whenever you want and even stop your investments for a while. Westpac Saving and investing in the Westpac Retirement Plan 5

How much do I pay? Apart from the minimum investment, how much you pay into the retirement plan is up to you. Every investment you make corresponds to units in the portfolio of your choice. These units represent your share of the total net value of the portfolio s assets. You can choose to make regular investments, or pay in lump sums or both. You can invest in more than one portfolio at the same time. All payments are made to Westpac Superannuation Nominees-NZ- Limited and can be made at any Westpac branch or by sending a cheque to BT Funds Management (NZ) Limited, PO Box 27-031, Wellington, 6141. Making regular investments The minimum for regular investments is $1,200 a year. You can make your payments weekly, fortnightly, monthly, quarterly or annually whatever suits you best. You can alter the amount of your payments whenever you want (providing you still pay the minimum in the year). You can even stop them for a while, if you need to. You may find it more convenient to make your investments by direct debit, so that you can easily alter the amount whenever you want by visiting any Westpac branch. If you invest regularly by direct debit, your investments will automatically be adjusted each year in line with increases in the Consumer Price Index (CPI). You can elect for us not to make such an adjustment on the application form. You ll find a direct debit authority at the back of this investment statement just give your completed authority to your branch with your application. You can also pay by automatic payment. If you fail to make a regular payment, no units will be issued to you in respect of that payment. Paying in lump sums There is a minimum of $5,000 for your first lump sum payment (if any). After that you can make extra lump sum investments whenever you like and the minimum is $1,000. You can pay lump sums by cheque made out to Westpac Superannuation Nominees-NZ- Limited you can pay at any Westpac branch or, where your adviser is an Independent Financial Adviser, by sending to BT Funds Management (NZ) Limited, PO Box 27-031, Wellington, 6141. To get started, just attach your first cheque to your application. This offer is open only to persons who are in New Zealand. You must notify us if you change your address or leave New Zealand permanently, or if your tax residency is not or is no longer in New Zealand. How much is a unit worth? Unit values vary with the market value of the assets in each portfolio and are calculated regularly. To do this we divide the total value of the portfolio s assets (less any provisions for liabilities, eg expenses and tax other than PIE tax, and excluding any amount which results from treating units as liabilities) by the number of units owned by members. This is called the midway unit price. Units are issued and redeemed at allocation and release unit prices respectively. These prices may include a margin which is retained in the appropriate portfolio and used to meet the costs of buying and selling assets. The appropriate margins are reviewed regularly and may be changed at any time (see Issuing and redeeming units ). What unit price applies? The unit price that applies with respect to each amount contributed to the retirement plan is the price applicable to the date the Trustee receives your complete application and payment. This may vary from the price on the day you posted or lodged your payment. Cancellation option If you decide the retirement plan is not for you, you have 14 days to withdraw (from the time we write to you accepting your application). You ll need to let BT know in writing within this 14 day period. You will receive the market value of your contributions on the day of your withdrawal. Do you want to... The minimum.. You can pay by... Make regular investments Pay in lump sums $1,200 a year minimum. You choose how often you pay $5,000 minimum for first lump sum and $1,000 each lump sum after that Automatic payment or direct debit Cheque made out to Westpac Superannuation Nominees-NZ-Limited 6 Westpac Saving and investing in the Westpac Retirement Plan

What are the charges? Charges for the retirement plan include contribution, administration and management charges and expenses. They may vary at times you can check them by calling us on 0800 738 641. Contribution charge $100 is deducted from your member account each time you make a payment into the retirement plan. This is waived on any regular investment which you are making. If your investment is Over $100,000 The management charge is 1.75% p.a. on the first $100,000, plus 1.50% p.a. on the next $400,000, plus 1.25% p.a. on any amount over $500,000 Here are some examples of what the management charge will effectively cost you (this assumes the investment stays the same). If your investment is $100,000 1.75% $250,000 1.60% $500,000 1.55% $1,000,000 1.40% Effectively your annual management charge is Administration charge This is currently charged at the rate of $1.95 a week (deducted from your member account monthly). It may be increased annually in line with increases in the Consumer Price Index. The charge is waived if you are making regular investments by direct debit and the balance of your account is less than $5,000, unless payments are discontinued, suspended or dishonoured, or a benefit payment is made. Management charge Up to 1.75% a year of the total fund value is deducted from each portfolio s assets each month and is reflected in the unit price. This management fee is payable monthly to BT. However, for larger investments, we make an adjustment to your member account which effectively reduces the charge applying to your investment. The guide that follows shows how we work out any adjustment (please note all rates can vary). Exposure to investment assets may be gained by investing in units in other managed funds (the underlying funds). Investment management for underlying funds will be provided by specialist investment managers, which may include the Trustee and its related entities. The Trustee s current policy is to make certain adjustments to ensure that members do not bear the cost of management fees charged by the specialist investment managers in underlying funds, including related entities. However underlying funds may charge other fees and expenses (such as performance fees and transaction costs) which will, if applicable, affect the value of the funds and consequently affect returns to Members. Other expenses The Trustee is entitled to be reimbursed from the retirement plan for all expenses (including anticipated expenses), costs or liabilities incurred by it acting as Trustee. Generally the amount of these expenses cannot be ascertained until they are incurred and will vary from time to time. These reimbursable expenses may include, but are not limited to: costs and expenses incurred by the Trustee, including the fees charged by auditors, solicitors, valuers, advisers and other service providers including those related to any amendments to the trust deed and any offer documents interest on any borrowing, GST, and any other taxes costs involved in buying, selling, registering, other dealings with, and custody of assets banking service charges, including any payable to Westpac NZ or Westpac costs for administration services, including unit registry, asset registry, unit pricing and investment accounting costs and costs associated with the provision of certain financial information relating to the retirement plan. Costs incurred in complying with the PIE regime are borne by the retirement plan. These costs, together with management charges, are taken into account when the retirement plan s net income is calculated and will affect returns to members. The Trustee may choose in its absolute discretion not to seek reimbursement for any of the above fees and expenses from time to time. In its discretion, the Trustee has currently elected to limit the total of the following expenses (where they are incurred on a normal day-to-day basis) recovered from the retirement plan to 0.15% per annum of the total fund value costs and expenses incurred by the Trustee, including the fees charged by solicitors, valuers and other advisers bank account charges applicable to the retirement plan costs for administration services, including unit registry, asset registry, unit pricing and investment accounting costs, and costs associated with the provision of certain financial information relating to the retirement plan. Westpac Saving and investing in the Westpac Retirement Plan 7

All expenses paid by the retirement plan are shown in the annual report and financial statements. BT may, at its discretion, pay amounts (including non-monetary benefits) from the fees it receives, to investment advisers or other persons approved by BT. These payments are not an additional cost to members. Financial advisers are in all respects acting as your agent, and not as agent for the Trustee. The Trustee is not responsible for the advice given by these advisers. Issuing and redeeming units Units are issued and redeemed at the current allocation and release unit prices (see How much do I pay? ) and margins may be applied to cover the costs of buying and selling assets. Margins are reviewed regularly and at the time of printing this investment statement no margins are applied. Charges may vary The Trustee may vary the charges. You can check the current charges by calling us on 0800 738 641. The reimbursable expenses of the retirement plan will vary from time to time depending on the expenses of the retirement plan. Related party investment arrangements and transactions The retirement plan may invest (directly and indirectly) in other funds where the trustee, manager or responsible entity is the Trustee or is related to the Trustee. If the retirement plan invests in such funds, the retirement plan will not pay the entry fee (if any) or the management fee. Any other fees or expenses are not rebated and affect the value of the retirement plan. You can switch between portfolios by redeeming your existing units and being issued new units in the normal way at no charge (any applicable margins will apply). See the tax summary for the tax related consequences of withdrawing and switching. 8 Westpac Saving and investing in the Westpac Retirement Plan

Can the investment be altered? When it s time to retire or things change The retirement plan is designed to provide an investment for when you are 60 or older. There are some circumstances where you can alter your investment, and some where the Trustee can make changes. Changes you can make you can switch between portfolios at any time by redeeming your existing units and being issued new units without being charged, but any margins in force will apply (see What are the charges? ) you can change your regular investments whenever you want (you must still pay the annual minimum contribution) you can pay in extra lump sums whenever you want (you must still pay the minimum investment) in some situations you can withdraw or transfer all or part of your investment (see the following How do I cash in my investment? ) if you are a regular contributor, you can stop your investments for a time you can change your details relating to your account see Who do I contact with inquiries about my investment? for contact details and we will let you know what to do, depending on what is to change. Changes by the Trustee The Trustee can change the charges and any margins used to set allocation and release unit prices. Members or the retirement plan (as the case may be) will be required to pay any such altered charges. When the balance of your Member Account reduces to zero for whatever reason, your membership of the retirement plan will terminate. The Trustee can alter the minimum investment amounts, and any notice periods. The Trustee can also close or wind up a portfolio or the retirement plan. Changes may be made at the Trustee s discretion to the investment policy and objectives for the retirement plan (including, without limitation, changes to a particular portfolio s investment objectives, policy, strategic asset allocation or ranges, the closure of a portfolio or the introduction of a new portfolio). Changes may be made to the trust deed (including without limitation, limits on any charges), but a member s consent must be obtained if the changes will adversely affect their benefits. While the retirement plan is a PIE, the Trustee may adjust a member s benefit entitlements or units in the investment portfolios to reflect tax paid by the retirement plan on the member s share of retirement plan income. The Trustee may take all steps necessary to ensure that the retirement plan remains eligible for PIE status or otherwise complies with the requirements of legislation relating to PIEs. The specialist underlying investment managers and administration managers are regularly monitored and reviewed. Accordingly, they may be removed or added without prior notice to you. As a result, the identity and number of specialist underlying investment managers or administration managers for the retirement plan may vary from time to time. Where a practice of the Trustee is referred to or the description generally, normally or currently is used in this investment statement in relation to a practice, the reference is to the practice of the Trustee at the date of this investment statement. The Trustee reserves the right to review and change its practices without further notice within the terms of the trust deed. Your rights may also be varied by changes to relevant law, accounting and other regulatory requirements. In the event of your death If you die the Trustee must decide who to pay the investment to so it s a good idea to let us know who you prefer your beneficiary or beneficiaries to be (you can name them on your application). You can change your preferred beneficiary or beneficiaries at any time by writing to the Trustee. Your nomination is not binding on the Trustee. Your benefit may be forfeited to the retirement plan if you die without a will and no one is appointed to administer your estate. Westpac Saving and investing in the Westpac Retirement Plan 9

How do I cash in my investment? Once you reach age 60 you can withdraw all or part of your investment at any time. Additionally, payments can be made earlier in some situations including if you retire early due to total and permanent disablement if you permanently emigrate (paid at the Trustee s discretion) in the event of your death if you request that your benefit be transferred to another registered scheme. Your benefit may also be paid in the following circumstances in the event of financial hardship evidenced to the Trustee s satisfaction if your financial circumstances change, evidenced to the Trustee s satisfaction (three months notice of withdrawal is required, unless the Trustee at its sole discretion accepts a lesser period of notice). But the Trustee can decide not to make a payment in the event of hardship or change of financial circumstances before age 60 if the interests of other members may be prejudiced. If you d like to talk about this with us, call us on 0800 738 641. We ll be happy to explain the process and send you everything you need. You ll need to write to the Trustee with your withdrawal request. You may reinvest in the retirement plan at any time, even if you have made a withdrawal. See the tax summary for the tax related consequences of a withdrawal. You cannot sell or assign your interest to anyone else or use it as security in any way. When will I be paid out? Payment is generally made within ten working days of the Trustee receiving your valid request, at the release unit price applicable to the day of payment. Unit prices change regularly so the amount paid may differ from any amount quoted to you earlier. The Trustee may deduct taxes paid or payable from any amount withdrawn (including the tax paid by it under the PIE regime on the income attributed to you). In the case of a change in your financial circumstances, however, payment is normally made after three months at the release unit price applicable to the day of payment, unless the Trustee agrees to an earlier payment. The Trustee can decide not to make a payment in the event of hardship, or change of financial circumstances before age 60, if the interests of other members may be prejudiced. The Trustee can also wind up a portfolio or the retirement plan and, after payment of all costs and expenses, distribute the balance among members. Who do I contact with inquiries about my investment? You can call your financial adviser or our Customer Relations Team on 0800 738 641, visit your local Westpac NZ branch, or write to us at PO Box 27-031, Wellington 6141 for anything to do with your investment. You can also contact the Trustee, whose address is set out under Who is involved in providing it for me? 10 Westpac Saving and investing in the Westpac Retirement Plan

Is there anyone to whom I can complain if I have problems with the investment? The Trustee If there is a problem please call our Customer Relations Team on 0800 738 641, visit your local Westpac NZ branch, or write to the Trustee at PO Box 27-031, Wellington, 6141. Our physical address is set out under Who is involved in providing it for me?. The Trustee is a member of the independent dispute resolution scheme operated by the Banking Ombudsman, which is approved by the Ministry of Consumer Affairs for the purposes of the Financial Service Providers (Registration and Dispute Resolution) Act 2008. Under the terms of this scheme, the Trustee has three months to resolve your complaint. If you are not satisfied by the Trustee s response you may refer the matter to the Banking Ombudsman. The Banking Ombudsman Level 11, BP House, 20 Customhouse Quay, Wellington 6011 Email: help@bankomb.org.nz Phone: 0800 805 950 Fax: 04 471 0548 Write to: Freepost 218002 PO Box 10-573, The Terrace Wellington 6143 The Financial Markets Authority If you consider that the retirement plan may not be operating in accordance with its trust deed or the Superannuation Schemes Act 1989, or that its financial position or management (or the security of members benefits) is or may be inadequate, then you can complain to the Financial Markets Authority at: Financial Markets Authority Level 8, Unisys House 56 The Terrace PO Box 1179 Wellington 6140 Phone: 04 472 9830 Fax: 04 472 8076 What other information can I obtain about this investment? Other information about the retirement plan is included in the prospectus and financial statements. You are also welcome to call or write to us if you d like more details. You can call 0800 738 641 and ask us for the latest value of your investment, at no charge for a copy of the trust deed (currently the charge is 20 cents a page) or you can arrange with us to view it at our office, free of charge for a copy, at no charge, of the prospectus, annual report or financial statements complying with the Financial Reporting Act 1993 to show you, or provide a copy of, any entry relating to you in the Trustee s register of members, at no charge. Copies of the trust deed, prospectus, financial statements and other documents relating to the retirement plan are filed on a public register at the Companies Office of the Ministry of Economic Development and are available for public inspection on the Companies Office s website www.companies.govt.nz, or by telephoning the Ministry of Economic Development Business Service Centre on 0508 266 726 (please note that a fee may be payable for copies). Keeping track of your progress Each year we ll send you a membership advice notice for the year ended 31 March, showing the details of your member account. We ll also send a copy of the Trustee s annual report. You can call us on 0800 738 641 if you want an update on your account during the year. How do I apply? To apply to become a member of the retirement plan, please fill in the application at the back of this investment statement. We ll need to know details such as how much you want to invest and how you want to make your investments what portfolio or portfolios you want to invest in your preferred beneficiary or beneficiaries, should you die. Your financial adviser can answer your questions and help you fill in your application. We will contact you when your application is accepted or if we need more details from you. The Trustee has the right to decline any application. If at any stage you d like more information on anything to do with the retirement plan, please call us on 0800 738 641, or write to us at PO Box 27-031, Wellington 6141. Westpac Saving and investing in the Westpac Retirement Plan 11

Notes 12 Westpac Saving and investing in the Westpac Retirement Plan

Westpac Retirement Plan application Westpac use only CRS number Amount deposited $ QA ref 21 September 2011 Member account number Date deposited DAY / MONTH / YEAR To the Trustee * Denotes compulsory information... A: Your details This application is for the Westpac Retirement Plan. Mr Mrs Ms Miss Other (please specify) *Given name(s) *Date of birth DAY / MONTH / YEAR *Postal address NUMBER & STREET/BOX NUMBER TOWN/CITY *Surname Occupation SUBURB POSTCODE Telephone home 0- work 0- mobile What is the best time of day to contact you? am / pm *IRD Number *Prescribed Investor Rate (tax rate) 10.5% 17.5% 28% (see page 3 of the Investment Statement)... B: Investment details My future regular investment will be $ The minimum investment is $1,200 per annum. Regular contributors Investment frequency Monthly Other (please specify) Investment method Direct debit Other (please specify) I choose to make an initial investment of (optional) $ If you are a regular investor who pays by direct debit, your investments will automatically be adjusted each year in line with increases in the Consumer Price Index (CPI). If you do not wish us to make this adjustment, please tick below No CPI adjustment I wish my regular investments to start as soon as my application has been accepted by the Trustee Please tick or on DAY / MONTH / YEAR if later (but no later than one month from the date of application) Lump sum contributors My initial lump sum investment is $ NOTE: Your cheque should be enclosed with this application and made payable to Westpac Superannuation Nominees-NZ-Limited and crossed Not Transferable. The minimum lump sum investment is $1,000... C: Allocation details *Allocate my regular investments as follows: Dynamic Portfolio % *Allocate my initial lump sum investment as follows: Dynamic Portfolio % Balanced Portfolio % Accumulation Portfolio % Balanced Portfolio % Accumulation Portfolio % 12101WT 06/2008 We advise you to speak with a financial adviser before completing your investment portfolio allocation.... DATE AMOUNT $ PROCEEDS OF CHEQUES ETC. MAY NOT BE AVAILABLE UNTIL CLEARED CREDIT FROM 318 LAMBTON QUAY, WELLINGTON NZ PAID IN BY: (PLEASE PRINT NAME) FOR THE CREDIT OF WESTPAC SUPERANNUATION NOMINEES-NZ-LIMITED Total 100% Total 100% DATE NOTES COINS TOTAL CASH CHEQUES AS REVERSE TRANSFER FROM ACCOUNT NO. TOTAL $ $ $ $ $ $ deposit 13 TELLER

D: Nominated beneficiaries In the event of my death while a member of the retirement plan, I request that consideration be given to the payment of the benefit from the retirement plan to the person/s nominated below. I understand that you, as Trustee of the retirement plan, have discretion as to the allocation of benefits. I further understand that I may change this nomination at any time, by writing to the Trustee. Name of beneficiary Relationship to member Proportion of benefit... E: Applicant signatures I apply for membership of the Westpac Retirement Plan and submit my initial investment. I have received and read the Investment Statement dated 21 September 2011 to which this Application Form was attached and agree to be bound by the terms and conditions of the Trust Deed, Investment Statement and Prospectus, or other current offering document (each as amended) relating to the Westpac Retirement Plan. % % % (Applicants to read and sign) I acknowledge that this investment is a longer-term investment which is designed primarily for the purpose of providing retirement benefits. Access to my investment prior to my 60th birthday is available only in special circumstances as specified in the Investment Statement. I understand that by completing this Application Form I will be providing personal information about me which will be held securely by the Trustee, its related companies and its agents. This information will be used now and in the future to make available to me the full range of services offered by Westpac and its related companies. I have the right to access and correct this information subject to the provisions of the Privacy Act 1993. This information may be used to update other information about me held by any member of the Westpac group of companies. I consent to the Trustee, the Administration Managers, or their respective related companies, providing any information in relation to me that they are required to disclose by law to the party or body to which disclosure is required (including disclosure to the Inland Revenue Department). Where monies have been transferred from a UK pension scheme to the retirement plan, I agree to provide the Trustee with all the information it requests to enable it to provide a report to the UK HM Revenue & Customs or other authority and acknowledge that my contributory membership of the retirement plan may not commence until I have provided this information. Further, I authorise the Trustee to provide any of my personal information to the UK HM Revenue & Customs or other body as required by UK law. I acknowledge that the Trustee has the right to reject any membership application received, and to deduct taxes paid (or payable) from any amount withdrawn. I confirm that I have the legal power and authority to enter into this investment. I agree that if the Trustee makes an incorrect payment to me, the Trustee is entitled to deduct the amount incorrectly paid from any holding I have with the Trustee or any related company of the Trustee. I agree to notify the Trustee if I change my address or leave New Zealand permanently, or if my tax residency is not, or is no longer, in New Zealand, and to indemnify the Trustee and its related bodies corporate for any losses, liabilities, claims or costs arising should I not make such notification. I acknowledge and agree that: if a transaction request is invalid it will not be processed until valid documentation is received; if the Trustee reasonably believes a signature on a document, such as a withdrawal request, to be genuine, the Trustee is entitled to rely on that signature and will not be liable for any loss I may suffer if it is later found that the signature was a fraud. I consent to telephone conversations being recorded and listened to for training purposes or to provide security for transactions. Investments made in the Westpac Retirement Plan do not represent bank deposits or other liabilities of Westpac Banking Corporation ABN 33 007 457 141 (Westpac), Westpac New Zealand Limited (Westpac NZ) or other members of the Westpac group of companies. They are subject to investment and other risks, including possible delays in payment of withdrawal amounts in some circumstances, and loss of investment value, including principal invested. The ultimate holding company of BT Funds Management (NZ) Limited is Westpac. None of BT Funds Management (NZ) Limited, Westpac NZ, Westpac, any member of the Westpac group of companies (or any of their nominees), or any director of any of those entities, or any other person guarantees the Plan s performance, returns, or repayment of capital. The Westpac Retirement Plan is not offered, and the investment statement does not constitute an offer, in any jurisdiction other than New Zealand. Signature Date DAY / MONTH / YEAR... F: Financial adviser details Adviser instructions Adviser name Adviser code Referring branch (if applicable) Investor s ID verified Financial adviser signature Date DAY / MONTH / YEAR... G: Payment details Please attach your cheque made payable to Westpac Superannuation Nominees-NZ-Limited and crossed Not Transferable to this application. Regular contributors need to complete and attach the appropriate payment authority provided by your financial adviser. 14 Proceeds of cheques etc. may not be available until cleared. cheque details DRAWER (I.E. CHEQUE ISSUED BY) BANK BRANCH AMOUNT Westpac Banking Corporation (New Zealand division) TOTAL $

Westpac Retirement Plan Name of account Bank Branch Customer (acceptor) to complete bank, branch number, account number and suffix of account to be debited. Bank Branch number Account number Suffix To the Manager, (Please print full postal address clearly for window envelope) Authority to accept Direct Debits (Not to operate as an assignment or agreement) Authorisation code 0 3 0 0 6 6 6 (User number) Mailing Address Town/City Date: DAY / MONTH / YEAR I/We authorise you until further notice in writing to debit my/our account with you all amounts which Westpac Superannuation Nominees-NZ-Limited (hereinafter referred to as the Initiator) the registered Initiator of the above authorisation code, may initiate by Direct Debit. I/We acknowledge and accept that the bank accepts this authority only upon the conditions listed on the reverse of this authority. Information to appear on my/our bank statement Payer particulars Member number Payer reference R E T I R E M E N T Customer signature(s): Signature Date DAY / MONTH / YEAR Signature Date DAY / MONTH / YEAR Westpac use only: Approved Date received: Recorded by: Checked by: 00 66 Bank stamp 10 03 Original Copy Retain at branch Forward to Initiator if requested

Conditions of this Authority to Accept Direct Debits 1. The Initiator: (a) Undertakes to give notice to the Acceptor of the commencement date, frequency and amount at least 10 calendar days before the first Direct Debit is drawn (but no more than 2 calendar months). This notice will be provided either: (i) in writing; or (ii) by electronic mail where the Customer has provided prior written consent to the Initiator. Where the Direct Debit system is used for the collection of payments which are regular as to frequency, but variable as to amounts, the Initiator undertakes to provide the Acceptor with a schedule detailing each payment amount and each payment date. In the event of any subsequent change to the frequency or amount of the Direct Debits, the Initiator has agreed to give advance notice of at least 30 days before changes come into effect. This notice must be provided either: (i) in writing; or (ii) by electronic mail where the Customer has provided prior written consent to the Initiator. (b) May, upon the relationship which gave rise to this Authority being terminated, give notice to the Bank that no further Direct Debits are to be initiated under the Authority. Upon receipt of such notice the Bank may terminate this Authority as to future payments by notice in writing to me/us. 2. The Customer may: (a) (b) (c) At any time, terminate this Authority as to future payments by giving written notice of termination to the Bank and to the Initiator. Stop payment of any Direct Debit to be initiated under this Authority by the Initiator by giving written notice to the Bank prior to the Direct Debit being paid by the Bank. Where a variation to amount agreed between the Initiator and the Customer from time to time to be direct debited has been made without notice being given in terms of 1(a) above, request the Bank to reverse or alter any such Direct Debit initiated by the Initiator by debiting the amount of the reversal or alteration of the Direct Debit back to the Initiator through the Initiator s Bank, PROVIDED such request is made not more than 120 days from the date when the Direct Debit was debited to my/our account. 3. The Customer acknowledges that: (a) (b) (c) (d) (e) (f) This Authority will remain in full force and effect in respect of all Direct Debits passed to my/our account in good faith notwithstanding my/our death, bankruptcy or other revocation of this Authority until actual notice of such event is received by the Bank. In any event this Authority is subject to any arrangement now or hereafter existing between me/us and the Bank in relation to my/our account. Any dispute as to the correctness or validity of an amount debited to my/our account shall not be the concern of the Bank except in so far as the Direct Debit has not been paid in accordance with this Authority. Any other disputes lie between me/us and the Initiator. Where the Bank has used reasonable care and skill in acting in accordance with this Authority, the Bank accepts no responsibility or liability in respect of: the accuracy of information about Direct Debits on Bank statements any variations between notices given by the Initiator and the amounts of Direct Debits. The Bank is not responsible for, or under any liability in respect of the Initiator s failure to give written advance notice correctly nor for the non-receipt or late receipt of notice by me/us for any reason whatsoever. In any such situation the dispute lies between me/us and the Initiator. Notice given by the Initiator in terms of clause 1(a) to the debtor responsible for the payment shall be effective. Any communication necessary because the debtor responsible for payment is a person other than me/us is a matter between me/us and the debtor concerned. 4. The Bank may: (a) (b) (c) In its absolute discretion conclusively determine the order of priority payment by it of any monies pursuant to this or any other Authority, cheque or draft properly executed by me/us and given to or drawn on the Bank. At any time terminate this Authority as to future payments by notice in writing to me/us. Charge its current fees for this service in force from time to time.

c c Ic INVESTMENT ADVISORY SERVICE JN7111