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NEW ZEALAND GAZETTE, No. 21

23 FEBRUARY 2007

(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.

8. 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:

(i) the nature and amount of any transaction which the Director or the New Zealand Chief Executive Officer or any Immediate Relative or close business associate of the Director or the New Zealand Chief Executive Officer has with the Registered Bank or any member of the Banking Group which either has been entered into on terms other than those which would, in the ordinary course of business of the Registered Bank or any member of the Banking Group, be given to any other person of like circumstances or means, or which could otherwise be reasonably likely to influence Materially the exercise of the Director’s or New Zealand Chief Executive Officer’s duties; and

(ii) whether the Director is an executive Director; and

(iii) whether the Director is an Independent Director;

(iv) the names of all companies, other than those which are members of the Banking Group, of which the Director or the New Zealand Chief Executive Officer holds office as a director;

(da) whether there is a board audit committee, and if so, the total number of persons who comprise the audit committee, and of these, the number who are:

(i) Directors (other than Independent Directors);

(ii) Independent Directors; and

(e) the policy of the board of Directors for avoiding or dealing with conflicts of interest which may arise from the personal, professional or business interests of the Directors or any of them.

9. Conditions of Registration—(1) The General Disclosure Statement shall either:

(a) state that a copy of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the Conditions of Registration applicable as at the date on which the signing of the Disclosure Statement for or on behalf of all Directors and the New Zealand Chief Executive Officer is completed, 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; and

(b) specify the categories of places where a copy of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the Conditions of Registration applicable as at the date on which the signing of the Disclosure Statement for or on behalf of all Directors and the New Zealand Chief Executive Officer is completed, will be provided at no charge to any person within 5 Working Days of a request for a copy having been made; or

(c) contain a copy of the Conditions of Registration applicable as at the date on which the signing of the Disclosure Statement for or on behalf of all Directors and the New Zealand Chief Executive Officer is completed.

(2) The General Disclosure Statement or the Supplemental Disclosure Statement, as applicable, shall state the date as from which the Conditions of Registration published in accordance with subclause (1) of this clause apply.

10. Pending Proceedings or Arbitration—The General Disclosure Statement shall contain a description of any pending legal proceedings or arbitration concerning any member of the Banking Group or, where publicly available, the Overseas Banking Group, whether in New Zealand or elsewhere, that may have a Material adverse effect on the Registered Bank or on the Banking Group.

11. Credit Ratings—If the Registered Bank is required, by a notice given to it under section 80 of the Act, to obtain or maintain a rating of its creditworthiness or financial condition by a person nominated or approved by the Reserve Bank, with respect to each rating obtained or maintained by the Registered Bank that complies with the notice given under section 80, the General Disclosure Statement shall state: