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NEW ZEALAND GAZETTE, No. 35

11 FEBRUARY 2005

(3) comparatives for the previous corresponding period for the information required to be disclosed pursuant to subclause 14A (1).

14B. Non-Consolidated Activities—The General Disclosure Statement shall contain a statement as to whether the Overseas Bank conducts in New Zealand outside the Banking Group any Insurance Business or non-financial activities, and if so:

(1) a brief explanation of the Overseas Bank’s involvement in that business or those activities;

(2) the total assets, total equity, and total profits before and after tax of that business or those activities on a consolidated basis, separately for Insurance Business and for non-financial activities, as applicable, and if that business is conducted by an overseas incorporated company, separately in respect of the overseas company’s group and that group’s New Zealand Business;

(3) comparatives for the previous corresponding period for the information required to be disclosed pursuant to subclause 14B (2);

(4) if the content of the Supplemental Disclosure Statement is not contained in the General Disclosure Statement, a statement that a copy of the Registered Bank’s most recent Supplemental Disclosure Statement (or that part of which, as applicable) which contains the most recent publicly available financial statements and group financial statements for:

– Insurance Business conducted in New Zealand outside the Banking Group; and

– non-financial activities conducted in New Zealand outside the Banking Group;

(separately, as applicable) will be provided at no charge to any person requesting a copy where the request is made at the Registered Bank’s head office, or within 5 Working Days where the request is made at (state the categories of places).

15. Auditor’s Report—(1) A General Disclosure Statement Published in respect of an Accounting Period shall contain a copy of a report by an auditor signed by that auditor, either in the auditor’s own name or the name of that auditor’s firm, that states, with respect to the financial statements and supplementary information prepared in accordance with subclauses 12 (1), 12 (2), 12 (2A), 12 (3), 12 (4) and clauses 14A and 14B of this Order:

(a) the work done by the auditor;

(b) the scope and limitations of the audit;

(c) the existence of any relationship (other than that of auditor) which the auditor has with, or interest the auditor has in, the Registered Bank and any of its Subsidiaries or in-substance subsidiaries;

(d) whether the auditor has obtained all the information and explanations that the auditor has required;

(e) whether, in the auditor’s opinion, as far as appears from an examination of them, proper accounting records have been kept by the Registered Bank and the Banking Group;

(f) whether, in the auditor’s opinion, the financial statements of the Registered Bank and the Banking Group comply with generally accepted accounting practice, and if they do not, the respects in which they fail to comply;

(g) where applicable, whether, in the auditor’s opinion, the supplementary information has been prepared in accordance with guidelines issued pursuant to section 78 (3) of the Act (if any) or any Conditions of Registration, and is in accordance with the books and records of the Registered Bank and the Banking Group;

(h) whether, in the auditor’s opinion, and having regard to any information or explanations that may have been added by the Registered Bank pursuant to sections 11 (2) and 14 (2) of the Financial Reporting Act 1993, the financial statements of the Registered Bank and the Banking Group give a true and fair view of the matters to which they relate and, if they do not, the respects in which they fail to give such a view;

(i) whether, in the auditor’s opinion, the supplementary information disclosed in accordance with clause 12 (3) of this Order gives a true and fair view of the matters to which it relates and, if it does not, the respects in which it fails to give such a view; and

(j) whether, in the auditor’s opinion, the supplementary information disclosed in accordance with clause 12 (4) of this Order complies with Schedules 7 and 8 of this Order, and, if it does not, the respects in which it fails to comply with those Schedules.

(2) A Disclosure Statement Published in respect of an Interim Accounting Period shall contain a copy of a report by an auditor signed by that auditor either in the auditor’s own name or the name of that auditor’s firm, which either:

(a) complies with the requirements contained in subclause (1) of this clause; or

(b)

(i) with respect to the financial statements prepared in accordance with subclauses 12 (1), 12 (2) and 12 (2A) of this Order, states:

(A) that the financial statements have been examined by the auditor; and

(B) whether anything has come to the auditor’s attention which would cause the auditor to believe that the financial statements do not present a true and fair view of the matters to which they relate;

(ii) with respect to the supplementary information prepared in accordance with subclause 12 (3) and clauses 14A and 14B of this Order, states:

(A) that the supplementary information has been examined by the auditor; and

(B) whether anything has come to the auditor’s attention which would cause the auditor to believe that the supplementary information does not present a true and fair view of the matters to which it relates;

(iii) with respect to the supplementary information prepared in accordance with clause 12 (4) of this Order, states:

(A) that the supplementary information has been examined by the auditor; and

(B) whether anything has come to the auditor’s attention which would cause the auditor to believe that the supplementary information does not comply with Schedules 7 and 8 of this Order.

16. Other Material Matters—The General Disclosure Statement shall state particulars of any matters relating to the business or affairs of the Registered Bank and the Banking Group which are not contained elsewhere in the General Disclosure Statement and which would, if disclosed, Materially affect the decision of a person to subscribe for Debt Securities of which the Registered Bank or any member of the Banking Group is the Issuer.