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Summary of

Securities Act (WestpacTrust Investments Limited - NZ Class Shares) Exemption Notice (No 2) 1999 Amendment Notice 2004

2004/265

Gazetted on 31 August 2004

Effects of the exemption
Westpac Banking Corporation ("Westpac") does not need to provide a registered prospectus or investment statement when exchanging NZ Class shares issued by WestpacTrust Investments Limited for ordinary shares in Westpac.

Background
This amendment extends an existing exemption contained in the Securities Act (WestpacTrust Investments Limited - NZ Class Shares) Exemption Notice (No 2) 1999 ("principal notice"). The principal notice is in two parts.

Part 1, which related to the initial offer of NZ Class shares in New Zealand, is no longer needed.

Part 2 of the exemption, which relates to the exchange of NZ Class shares for ordinary shares in Westpac, is still needed. The circumstances under which the NZ Class shares may or must be exchanged are set out in an exchange deed prepared at the time of the initial issue of NZ Class shares. The exchange deed remains in force.

The exemption
The expiry date for Part 2 of the principal notice is extended from 1 September 2004 to 1 September 2009. The expiry date for Part 1 of the principal notice remains 1 September 2004.

The conditions of the exemption are unchanged.

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

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