11 FEBRUARY 2005

NEW ZEALAND GAZETTE, No. 35

939

7. Guarantee Arrangements—(1) The General Disclosure Statement shall state whether the Material obligations of the Overseas Bank are guaranteed.

(2) Where a person guarantees any Material obligations of the Overseas Bank, and subclause (3) of this clause does not apply, the General Disclosure Statement shall state:

(a) the name and Address for Service of the guarantor;

(b) whether the guarantor is a member of the Banking Group or Overseas Banking Group;

(c) the nature of the obligations which are guaranteed, including a description sufficient to identify them;

(d) whether there are any limits on the amount of the obligations guaranteed and, if so, a brief summary of the nature of those limits;

(e) whether there are any Material conditions applicable to the guarantee other than non-performance by the principal obligor and, if so, a brief summary of those conditions;

(f) whether there are any Material legislative or regulatory restrictions in the guarantor’s country of incorporation which would have the effect of subordinating the claims under the guarantee of any of the creditors of the Overseas Bank on the assets of the guarantor, to other claims on the guarantor, in a winding up of that guarantor. If so, the General Disclosure Statement shall also state:

(i) the name or title of the legislation or regulations involved and the nature of the subordination of the rights of the creditors which they create;

(ii) the amount of the liabilities which are so affected;

(g)
(i) the amount of the net tangible assets of the guarantor as shown in the most recent publicly available audited financial statements, together with any qualifications in the auditor’s report on those financial statements that reflect on the statement of those assets in the financial statements; or

(ii) where the guarantor is a Bank, the most recent publicly disclosed Capital of the guarantor and the guarantor group, expressed as an amount and as a percentage of risk weighted exposures, and the date to which that measure of Capital relates;

(h) whether the guarantor has a credit rating applicable to its long term senior unsecured obligations payable in the currency of the country of its incorporation, and if so, in respect to each such rating:

(i) the name of the person who gave the credit rating;

(ii) the current rating and all qualifications to that rating;

(iii) any changes made to the rating in the two years preceding the Balance Date and the date on which any such change occurred;

(iv) descriptions or explanations of all steps in the applicable rating scales;

(i)
(i) that a copy of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the full guarantee contract, will be provided immediately at no charge to any person requesting a copy where the request is made at the Registered Bank’s head office;

(ii) the categories of places where a copy of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the full guarantee contract, will be provided at no charge to any person within 5 Working Days of a request for a copy having been made;

unless the content of the Supplemental Disclosure Statement is contained in the General Disclosure Statement.

(3) Where a person or persons have entered into any Material cross guaranteeing arrangements with the Overseas Bank, the General Disclosure Statement shall:

(a) describe the guaranteeing group and the nature of the cross guaranteeing arrangements;

(b) state the information required to be disclosed pursuant to clauses 7 (2)(d) to (f) as if those clauses applied to the guarantees of the obligations of the Overseas Bank, as well as to the guarantees the Overseas Bank has given in respect of the first mentioned person’s or persons’ obligations;

(c) if there is a single contract which sets out the rights and obligations of all the cross guarantors; or if there is a standard contract which is representative of the rights and obligations of each of the cross guarantors, contain a statement:

(i) that a copy of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the full guarantee contract, will be provided immediately at no charge to any person requesting a copy where the request is made at the Registered Bank’s head office;

(ii) specifying the categories of places where a copy of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the full guarantee contract, will be provided at no charge to any person within 5 Working Days of a request for a copy having been made;

unless the content of the Supplemental Disclosure Statement is contained in the General Disclosure Statement.

Registered Bank: Directorate and Auditors—The General Disclosure Statement shall state:

(a) an address to which communications addressed to the Directors, the New Zealand Chief Executive Officer and Responsible Persons (if any), or any of them, may be sent;

(b) the name, occupation(s) (separately identifying which is the primary occupation), technical or professional qualifications, and country of residence of each Director and New Zealand Chief Executive Officer, and Responsible Person;

(ba) if applicable, the name of each Director and the New Zealand Chief Executive Officer, on whose behalf each Responsible Person has signed the Disclosure Statement;

(c) the name and Address for Service of any auditor whose report is referred to in the Disclosure Statement;

(d) in relation to each Director and, where applicable, the New Zealand Chief Executive Officer: