Bond New Zealand Bank 2.375% ( XS0742245631 ) in EUR

Issuer New Zealand Bank
Market price 100 %  ▼ 
Country  New Zealand
ISIN code  XS0742245631 ( in EUR )
Interest rate 2.375% per year ( payment 1 time a year)
Maturity 07/05/2015 - Bond has expired



Prospectus brochure of the bond Bank of New Zealand XS0742245631 in EUR 2.375%, expired


Minimal amount 100 000 EUR
Total amount 500 000 000 EUR
Detailed description Bank of New Zealand (BNZ) is a major commercial bank in New Zealand, offering a wide range of financial products and services to personal and business customers.

The Bond issued by New Zealand Bank ( New Zealand ) , in EUR, with the ISIN code XS0742245631, pays a coupon of 2.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 07/05/2015









Bank of New Zealand
(incorporated in New Zealand with limited liability under registered number 428849)

NZ$10,000,000,000 BNZ Covered Bond Programme

unconditionally and irrevocably guaranteed as to payments of interest and principal by
CBG Trustee Company Limited
(incorporated in New Zealand with limited liability under registered number 2467131)
as trustee of the BNZ Covered Bond Trust and Covered Bond Guarantor

Under the NZ$10,000,000,000 BNZ Covered Bond Programme (the Programme) established by Bank of New Zealand (BNZ and the Issuer) and BNZ International Funding
Limited, acting through its London Branch (BNZ-IF) on the Programme Date, the Issuer may from time to time issue bonds (the Covered Bonds) denominated in any
currency agreed between the Issuer and the relevant Dealer(s) (as defined below). The price and amount of the Covered Bonds to be issued under the Programme will be
determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions. Any Covered Bonds issued under the Programme on
or after the date of this Prospectus are issued subject to the provisions described herein and in any supplement thereto.
CBG Trustee Company Limited (the Covered Bond Guarantor) has guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee which
is secured over the Mortgage Loans and the Related Security (as defined below) and its other assets. Recourse against the Covered Bond Guarantor under its guarantee is
limited to the Mortgage Loans and the Related Security and such assets.
Covered Bonds may be issued in bearer or registered form. The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the
Programme will not exceed NZ$10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to
increase as described herein.
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed
under the Programme from time to time by the Issuer (each, a Dealer and together, the Dealers), which appointment may be to a specific issue or on an ongoing basis.
References in this Prospectus to the relevant Dealers shall, in the case of an issue of Covered Bonds being (or intended to be) subscribed for by more than one Dealer, be to
all Dealers agreeing to subscribe for such Covered Bonds.
This Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the Competent Authority or the CSSF) as competent
authority under Regulation (EU) No 2017/1129 (the Prospectus Regulation). The CSSF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or the Covered
Bond Guarantor, or of the quality of the Covered Bonds. Investors should make their own assessment as to the suitability of investing in the Covered Bonds. This Prospectus
is available for viewing on the website of the Luxembourg Stock Exchange at www.luxse.com.
This Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Covered Bonds which are to be admitted
to trading on a regulated market in the European Economic Area (the EEA), and will be no longer valid after 31 May 2025. The obligation to supplement this
Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer valid.
In accordance with Article 6(4) of the Luxembourg act dated 16 July 2019 on prospectuses for securities (the Prospectus Act 2019), by approving this Prospectus,
in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operation or the
quality or solvency of the Issuer.
See the section entitled "Risk Factors" in this Prospectus for a discussion of material risk factors to be considered in connection with an investment in the Covered
Bonds.
Application has been made to the Luxembourg Stock Exchange for Covered Bonds issued under the Programme to be admitted to the official list of the Luxembourg Stock
Exchange (the Official List) and admitted to trading on the regulated market (the Regulated Market) of the Luxembourg Stock Exchange for the purposes of the Markets
in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II). References in this Prospectus to Covered Bonds being "listed" (and all related references) shall mean
that such Covered Bonds have been admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and have been admitted to the Official List. Notice of
the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds and certain other information which
is applicable to each Series (as defined under "Terms and Conditions of the Covered Bonds") of Covered Bonds will be set out in a separate document containing the final
terms for that Series (the Final Terms) which, with respect to Covered Bonds to be admitted to the Official List and admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange, will be delivered to the Competent Authority and the Luxembourg Stock Exchange on or before the date of issue of such Series of Covered
Bonds.
The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or regulated or unregulated
markets as may be agreed between the Issuer, the Covered Bond Guarantor, the Bond Trustee (as defined below) and the relevant Dealer(s). The Issuer may also issue
unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any regulated or unregulated market, or Covered Bonds governed by other laws. In each case,
Covered Bonds will be subject to the provisions of the Programme Documents (as defined below).
The Covered Bonds and the Covered Bond Guarantee (as defined below) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States. Unless they are so registered, the Covered Bonds and the
Covered Bond Guarantee may be offered only in transactions that are exempt from, or not subject to registration under, the Securities Act or the securities laws of any other
jurisdiction of the United States. Accordingly, the Covered Bonds may be offered only (i) to qualified institutional buyers (each, a QIB) in reliance on Rule 144A under the
Securities Act (Rule 144A) and (ii) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act (Regulation S). Prospective purchasers
of Covered Bonds are hereby notified that the seller of the Covered Bonds may be relying on an exemption from the provisions of Section 5 of the Securities Act provided
by Rule 144A. See "Form of the Covered Bonds" for a description of the manner in which Covered Bonds will be issued. Covered Bonds are subject to certain restrictions
on transfer, see "Subscription and Sale and Transfer and Selling Restrictions".
The Issuer and the Covered Bond Guarantor may agree with any Dealer and the Bond Trustee that Covered Bonds may be issued in a form not contemplated by the Terms
and Conditions of the Covered Bonds herein, in which event (in the case of Covered Bonds admitted to the Official List only) a new Prospectus, if appropriate, will be made
available which will describe the effect of the agreement reached in relation to such Covered Bonds.
The Covered Bonds issued under the Programme are expected on issue to be assigned an "Aaa" rating by Moody's Investors Service Pty Ltd (Moody's) and an "AAA" rating
by Fitch Australia Pty Ltd (Fitch and, together with Moody's, the Rating Agencies). A credit rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Please also refer to "Credit ratings assigned to the Covered Bonds may change
and may not reflect all risks associated with an investment in the Covered Bonds" in the Risk Factors section of this Prospectus. As at the date of this Prospectus, the Issuer
is assigned credit ratings (long-term / short-term) by Moody's, Fitch, and S&P Global Ratings Australia Pty Ltd (S&P Australia).
i



Moody's, Fitch and S&P Australia are not established in the European Union (the EU) or in the United Kingdom (the UK), and have not applied for registration under
Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 as amended by Regulation (EC) No. 513/2011 of the European
Parliament and of the Council of 11 May 2011 on credit rating agencies (the CRA Regulation) or Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the EUWA) (the UK CRA Regulation). In general, and subject to certain exceptions (including the exception outlined
below), EU regulated investors are restricted under the CRA Regulation from using a credit rating for regulatory purposes in the EEA if such a credit rating is not issued by
a credit rating agency established in the EEA and registered under the CRA Regulation or endorsed by an EEA-registered credit rating agency or the relevant third country
rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended,
subject to transitional provisions that apply in certain circumstances). Investors regulated in the UK are subject to similar restrictions under the UK CRA Regulation. The
rating by Moody's has been endorsed by Moody's Deutschland GmbH, the rating by Fitch has been endorsed by Fitch Ratings Ireland Limited, and the rating by S&P
Australia has been endorsed by S&P Global Ratings Europe Limited, each in accordance with the CRA Regulation, and have not been withdrawn. Moody's Deutschland
GmbH, and Fitch Ratings Ireland Limited are established in the EU and registered under the CRA Regulation. Moody's Deutschland GmbH, Fitch Ratings Ireland Limited
and S&P Global Ratings Europe Limited are included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website
(at https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation) in accordance with the CRA Regulation. The rating by Moody's has been endorsed by Moody's
Investors Service Ltd, the rating by Fitch has been endorsed by Fitch Ratings Limited and the rating by S&P Australia has been endorsed by S&P Global Ratings UK Limited,
in each case in accordance with the UK CRA Regulation and have not been withdrawn. There can be no assurance that any such endorsement of the credit ratings of Moody's,
Fitch and S&P Australia will continue.

Arranger for the Programme

NATIONAL AUSTRALIA BANK LIMITED

Dealers for the Programme
NATIONAL AUSTRALIA BANK LIMITED
BARCLAYS
BNP PARIBAS
CITIGROUP
DEUTSCHE BANK
DZ BANK AG
HSBC
J.P. MORGAN
LLOYDS BANK CORPORATE MARKETS
MORGAN STANLEY
SOCIÉTÉ GÉNÉRALE
RBC CAPITAL MARKETS
CORPORATE & INVESTMENT BANKING
TD SECURITIES
UBS INVESTMENT BANK

The date of this Prospectus is 31 May 2024

ii




IMPORTANT INFORMATION
The Covered Bonds and the Covered Bond Guarantee have not been and will not be registered under
the Securities Act or the securities laws of any state or other jurisdiction of the United States and may
include Covered Bonds in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, the Covered Bonds and the Covered Bond Guarantee may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act (Regulation S)). Accordingly, the Covered Bonds may be offered only (i) to
qualified institutional buyers (QIBs) in reliance on Rule 144A under the Securities Act (Rule 144A) or
(ii) outside the United States to non-U.S. persons in reliance on Regulation S. Covered Bonds offered
and sold to QIBs in reliance upon Rule 144A will be represented by beneficial interests in one or more
permanent global notes in fully registered form without interest coupons. Covered Bonds offered and
sold outside the United States to non-U.S. persons pursuant to Regulation S will be represented by
beneficial interests in (i) one or more temporary or permanent global covered bonds in bearer form with
or without interest coupons or (ii) one or more permanent global covered bonds in fully registered form
without interest coupons. Except as described in any applicable drawdown prospectus, beneficial
interests in the Registered Covered Bonds will be represented through accounts of financial institutions
acting on behalf of beneficial owners as direct and indirect participants in DTC, Euroclear and
Clearstream, Luxembourg and owners of beneficial interests in the Registered Covered Bonds will not
be entitled to have the Covered Bonds registered in their names, will not receive or be entitled to receive
physical delivery of the Covered Bonds in definitive form and will not be considered holders of the
Covered Bonds under the Covered Bonds and the Agency Agreement.
This Prospectus has been approved by the Competent Authority as a base prospectus for the purposes
of Article 8(1) of the Prospectus Regulation. This Prospectus is not a prospectus for the purposes of
Section 12(a)(2) or any other provision or order under the Securities Act.
The Programme was registered with the Reserve Bank of New Zealand (the RBNZ) on 8 August 2014.
The Issuer is required to notify the RBNZ each time Covered Bonds are issued under the Programme.
The Issuer and the Covered Bond Guarantor (each a Responsible Person) each accept responsibility for
the information contained in this Prospectus (the Prospectus) and the Final Terms for each Tranche of
Covered Bonds issued under the Programme. To the best of the knowledge and belief of the Issuer and
the Covered Bond Guarantor (each having taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and this Prospectus makes no
omission likely to affect its import. Any information sourced from third parties contained in this
Prospectus has been accurately reproduced (and is clearly sourced where it appears in the document)
and, as far as the Issuer and the Covered Bond Guarantor are aware and are able to ascertain from
information published by that third party, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
Copies of each set of Final Terms (in the case of Covered Bonds to be admitted to the Official List) will
be available from the registered office of the Issuer and (in the case of Covered Bonds to be admitted to
the Official List, to listing on any other regulated or unregulated market or stock exchange and also all
unlisted Covered Bonds) by appointment from the specified office set out below of each of the Paying
Agents (as defined below). A Paying Agent may provide such documents for inspection by electronic
means.
This Prospectus is to be read in conjunction with all documents or parts of documents which are deemed
to be incorporated herein by reference (see "Documents Incorporated by Reference and Credit Ratings"
below). This Prospectus shall, save as specified herein, be read and construed on the basis that such
documents are so incorporated herein by reference and form part of this Prospectus.


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Other than in relation to the documents which are deemed to be incorporated by reference (see "
Documents Incorporated by Reference and Credit Ratings"), the information on the websites to which
this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved
by the CSSF.
The information contained in this Prospectus was obtained from the Issuer, the Seller, and the Covered
Bond Guarantor and other sources (identified herein), but no assurance can be given by the Arranger,
the Dealers, the Agents, the Bond Trustee, the Trust Manager or the Security Trustee as to the accuracy
or completeness of this information. Accordingly, no representation, warranty or undertaking, express
or implied, is made and no responsibility or liability is accepted by the Arranger, the Dealers, the Agents,
the Bond Trustee, the Trust Manager or the Security Trustee as to the accuracy or completeness of the
information contained or incorporated by reference into this Prospectus or any other information
provided, by the Seller, the Issuer and the Covered Bond Guarantor in connection with the Programme.
None of the Arranger, the Dealers, the Bond Trustee, the Trust Manager nor the Security Trustee
accepts any liability in relation to the information contained or incorporated by reference into this
Prospectus or any other information provided by the Issuer, the Seller and the Covered Bond Guarantor
in connection with the Programme.
No person is or has been authorised by the Issuer, the Covered Bond Guarantor, the Seller, the
Arranger, any of the Dealers, the Agents, the Bond Trustee, the Trust Manager or the Security Trustee
to give any information or to make any representation not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme or the Covered Bonds
and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, the Covered Bond Guarantor, the Seller, the Arranger, the Agents, any of the
Dealers, the Bond Trustee, the Trust Manager or the Security Trustee.
Neither this Prospectus nor any other information supplied in connection with the Programme or any
Covered Bonds (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer, the Covered Bond Guarantor, the Seller, the Arranger,
any of the Dealers, any of the Agents, the Bond Trustee or the Security Trustee that any recipient of this
Prospectus or any other information supplied in connection with the Programme or any Covered Bonds
should purchase any Covered Bonds. Each investor contemplating purchasing any Covered Bonds
should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer and/or the Covered Bond Guarantor. Neither this
Prospectus nor any other information supplied in connection with the Programme or the issue of any
Covered Bonds constitutes an offer or invitation by or on behalf of the Issuer, the Covered Bond
Guarantor, the Seller, the Arranger, any of the Dealers, any of the Agents, the Bond Trustee or the
Security Trustee to any person to subscribe for or to purchase any Covered Bonds.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Covered Bonds shall in
any circumstances imply that the information contained herein concerning the Issuer and/or the
Covered Bond Guarantor and/or the Seller is correct at any time subsequent to the date hereof or that
any other information supplied in connection with the Programme is correct as of any time subsequent
to the date indicated in the document containing the same. The Dealers, the Arranger, the Agents, the
Bond Trustee and the Security Trustee expressly do not undertake to review the financial condition or
affairs of the Issuer, the Covered Bond Guarantor or the Seller during the life of the Programme or to
advise any investor in the Covered Bonds of any information coming to their attention. Investors should
review, inter alia, the most recently published documents incorporated by reference into this Prospectus
when deciding whether or not to purchase any Covered Bonds.
If a jurisdiction requires that the offering of any Covered Bonds be made by a licensed broker or dealer
and the Dealers or any parent company or affiliate of the Dealer is a licensed broker or dealer in that


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jurisdiction and so agrees, the offering of such Covered Bonds shall be deemed to be made by the Dealers
or such parent company or affiliate on behalf of the Issuer in such jurisdiction.
The Covered Bonds and the Covered Bond Guarantee have not been and will not be registered under
the Securities Act. The Covered Bonds in bearer form are subject to U.S. tax law requirements and may
not be offered, sold or delivered within the United States or its possessions or to United States persons,
except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph
have the meanings given to them by the U.S. Internal Revenue Code of 1986 and Treasury regulations
promulgated thereunder.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Covered
Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Covered Bonds may be restricted
by law in certain jurisdictions. The Issuer, the Covered Bond Guarantor, the Seller, the Arranger, the
Dealers, the Agents, the Bond Trustee and the Security Trustee do not represent that this Prospectus
may be lawfully distributed, or that any Covered Bonds may be lawfully offered, in compliance with
any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer, the Covered Bond Guarantor, the Seller, the
Arranger, the Dealers, the Agents, the Bond Trustee or the Security Trustee which would permit a
public offering of any Covered Bonds or distribution of this Prospectus in any jurisdiction where action
for that purpose is required. Accordingly, no Covered Bonds may be offered or sold, directly or
indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance
with any applicable laws and regulations. Persons into whose possession this Prospectus or any Covered
Bonds may come must inform themselves about, and observe, any such restrictions on the distribution
of this Prospectus and the offering and sale of Covered Bonds. In particular, there are restrictions on
the distribution of this Prospectus and the offer or sale of Covered Bonds in the United States, Australia,
Canada, New Zealand, the EEA (which for these purposes, includes Norway, Sweden and Denmark),
the UK, Japan, Singapore and Hong Kong, see "Subscription and Sale and Transfer and Selling
Restrictions".
Credit ratings are for distribution only to a person (a) who is not a "retail client" within the meaning of
section 761G of the Corporations Act 2001 of Australia and who is also a sophisticated investor,
professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 of
the Corporations Act 2001 of Australia and (b) who is otherwise permitted to receive credit ratings in
accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is
not such a person is not entitled to receive this Prospectus and anyone who receives this Prospectus must
not distribute it to any person who is not entitled to receive it.
All references in this Prospectus to "New Zealand Dollar", "NZ Dollar", "NZD" and "NZ$" refer to
the lawful currency for the time being of New Zealand, references to "A$", "AUD" and "Australian
Dollar" refer to the lawful currency of Australia, references to "U.S.$", "U.S. dollars" or "dollars"
refer to the lawful currency of the United States of America and references to "euro" and "" refer to
the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the European Union, as amended. In this Prospectus,
unless a contrary intention appears, a reference to a law or a provision of a law is a reference to that
law or provision as extended, amended or re-enacted.
In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers (if any) named as
the stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in the applicable
Final Terms may over-allot Covered Bonds or effect transactions (in each case outside Australia and
New Zealand and not on any market in Australia or New Zealand) with a view to supporting the market


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price of the Covered Bonds at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the final terms of the offer of the relevant Tranche of Covered Bonds is
made and, if begun, may cease at any time, but must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Covered Bonds and 60 days after the date of the allotment of the
relevant Tranche of Covered Bonds. Any stabilisation action or over-allotment must be conducted by
the relevant stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in
accordance with all applicable laws and rules.
In making an investment decision, investors must rely on their own examination of the Issuer and the
Covered Bond Guarantor and the terms of the Covered Bonds being offered, including the merits and
risks involved. The Covered Bonds may not be a suitable investment for all investors. Each potential
investor in the Covered Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the Covered
Bonds, the merits and risks of investing in the Covered Bonds and the information contained
or incorporated by reference into this Prospectus or any applicable supplement;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Covered Bonds and the impact the
Covered Bonds will have on its overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Covered Bonds, including Covered Bonds with principal or interest payable in one or more
currencies, or where the currency for principal or interest payments is different from the
potential investor's currency;
·
understand the accounting, legal, regulatory and tax implications of a purchase, holding and
disposal of an interest in the relevant Covered Bonds;
·
understand thoroughly the terms of the Covered Bonds and be familiar with the behaviour
of any relevant indices and financial markets; and
·
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (1) Covered Bonds are legal investments for it, (2) Covered Bonds
can be used as collateral for various types of borrowing, (3) Covered Bonds can be used as repo-eligible
securities and (4) other restrictions apply to its purchase or pledge of any Covered Bonds. Financial
institutions should consult their legal advisors or the appropriate regulators to determine the
appropriate treatment of Covered Bonds under any applicable risk-based capital or similar rules.
The Covered Bonds will not represent an obligation or be the responsibility of any of the Arranger, the
Dealers, the Bond Trustee, the Security Trustee, any member of National Australia Bank Limited (ABN
12 004 044 937) (NAB) and its controlled entities (the NAB Group) (other than BNZ in its capacity as
Issuer under the Programme Documents) or any other party to the Programme, their officers, members,
directors, employees, security holders or incorporators, other than the Issuer and the Covered Bond
Guarantor. The Issuer and the Covered Bond Guarantor will each be liable solely in their corporate
capacity for their obligations in respect of the Covered Bonds and such obligations will not be the


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obligations of their respective officers, members, directors, employees, security holders or
incorporators.
The Covered Bonds are complex financial instruments. Sophisticated institutional investors generally
do not purchase complex financial instruments as stand-alone investments. They purchase complex
financial instruments as a way to reduce risk or enhance yield with an understood, measured,
appropriate addition of risk to their overall portfolios. A potential investor should not invest in Covered
Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how the Covered
Bonds will perform under changing conditions, the resulting effects on the value of the Covered Bonds
and the impact this investment will have on the potential investor's overall investment portfolio.
The Covered Bonds have not been approved or disapproved by the United States Securities and
Exchange Commission or any other securities commission or other regulatory authority in the United
States, nor have the foregoing authorities approved this Prospectus or confirmed the accuracy or
determined the adequacy of the information contained in this Prospectus. Any representation to the
contrary is unlawful.
None of the Arranger, the Dealers, the Issuer, the Covered Bond Guarantor, the Seller, the Agents, the
Security Trustee or the Bond Trustee makes any representation to any investor in the Covered Bonds
regarding the legality of its investment under any applicable laws. Any investor in the Covered Bonds
should be able to bear the economic risk of an investment in the Covered Bonds for an indefinite period
of time.
IMPORTANT ­ EEA RETAIL INVESTORS
If the Final Terms in respect of any Covered Bonds includes a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Covered Bonds are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution
Directive), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no
key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation)
for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT ­ UK RETAIL INVESTORS
If the Final Terms in respect of any Covered Bonds includes a legend entitled "Prohibition of Sales to UK
Retail Investors", the Covered Bonds are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (the FSMA) and any
rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined
in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Covered Bonds
or otherwise making them available to retail investors in the UK has been prepared and therefore offering or


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selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE/TARGET MARKET
The Final Terms in respect of any Covered Bonds will include a legend entitled "MiFID II product governance"
which will outline the target market assessment in respect of the Covered Bonds and which channels for
distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or recommending
the Covered Bonds (a distributor) should take into consideration the manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Covered Bonds (by either adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MIFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE/TARGET MARKET
The Final Terms in respect of any Covered Bonds may include a legend entitled "UK MiFIR product
governance" which will outline the target market assessment in respect of the Covered Bonds and which
channels for distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or
recommending the Covered Bonds (a UK distributor) should take into consideration the target market
assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own
target market assessment in respect of the Covered Bonds (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered
Bonds, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Covered Bonds that
are "restricted securities" as defined in Rule 144(a)(3) of the Securities Act, the Issuer has undertaken in the
Programme Agreement to furnish, upon the request of a holder of such Covered Bonds or any beneficial
interest therein, to such holder or to a prospective purchaser designated by such holder or beneficial owner,
the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the
request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange
Act of 1934, as amended (the Exchange Act), nor exempt from reporting pursuant to Rule 12g3-2(b)
thereunder.
FORWARD-LOOKING STATEMENTS
This Prospectus includes "forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. All statements other than statements of historical facts included in
this Prospectus, including, without limitation, those regarding the BNZ Group's (as defined on page 207)
financial position, business strategy, plans and objectives of management for future operations, are forward-
looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and


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other factors which may cause the actual results, performance or achievements of the BNZ Group, or industry
results, to be materially different from any future results, performance or achievements expressed or implied
by such forward-looking statements. Such forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of the BNZ Group and the environment in which they will
operate in the future. These forward-looking statements speak only as of the date of this Prospectus. The BNZ
Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement contained herein to reflect any change in the expectations of the BNZ Group with
regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Projections are necessarily speculative in nature, and some or all of the assumptions underlying the projections
and other forward-looking statements may not materialise or may vary significantly from actual results.
Consequently, future results may differ from the Issuer's expectations due to a variety of factors, including
(but not limited to) the economic environment in New Zealand. Moreover, past financial performance should
not be considered a reliable indicator of future performance, and prospective purchasers of the Covered Bonds
are cautioned that any such statements are not guarantees of performance and involve risks and uncertainties,
many of which are beyond the control of the Issuer and/or the Covered Bond Guarantor. The Issuer does not
undertake any obligation to publicly release the result of any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Neither
the Arranger nor the Dealers have attempted to verify any such statements, nor do they make any
representations, express or implied, with respect to such statements.
None of the Arranger, the Dealers, the Issuer, the Covered Bond Guarantor, the Security Trustee, the Bond
Trustee nor any other party to a Programme Document has any obligation to update or otherwise revise any
projections, including any revisions to reflect changes in economic conditions or other circumstances arising
after the date of this Prospectus or to reflect the occurrence of unanticipated events, even if the underlying
assumptions do not come to fruition.
PROHIBITION OF SALES TO CONSUMERS IN BELGIUM
The Final Terms in respect of any Covered Bonds may specify "Prohibition of Sales to Belgian Consumers"
as being "Applicable". In that case, the Covered Bonds are not intended to be offered, sold or otherwise made
available, and will not be offered, sold or otherwise made available, in Belgium to "consumers"
(consommateurs/consumenten) within the meaning of the Belgian Code of Economic Law (Code de droit
économique/Wetboek van economisch recht), as amended.
BENCHMARKS REGULATION
Amounts payable on certain Floating Rate Covered Bonds issued under the Programme may be calculated by
reference to the Euro-zone inter-bank offered rate (EURIBOR), the Sterling Overnight Index Average
(SONIA), the Secured Overnight Finance Rate (SOFR), the Hong Kong inter-bank offered rate (HIBOR),
the Canadian Overnight Repo Rate Average (CORRA), the euro short-term rate (STR), the Oslo inter-bank
offered rate (NIBOR), the Australian Bank Bill Swap Rate (BBSW) or the NZ Bank Bill Benchmark Rate
(BKBM) as specified in the applicable Final Terms and each as defined below or in the Conditions of the
Covered Bonds. As at the date of this Prospectus, each of the European Money Markets Institute (as
administrator of EURIBOR), Norske Finansielle Referanser AS (as administrator of NIBOR) and ASX
Benchmarks Limited (as administrator of BBSW) appears on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of Regulation (EU) No 2016/1011 (the EU
Benchmarks Regulation). As at the date of this Prospectus, the administrators of SONIA, SOFR, CORRA,
STR, HIBOR and BKBM do not appear on ESMA's register of administrators and benchmarks under Article
36 of the EU Benchmarks Regulation. As far as the Issuer is aware, (i) SONIA, SOFR, CORRA and STR do
not fall within the scope of the EU Benchmarks Regulation, and (ii) the transitional provisions in Article 51 of
the EU Benchmarks Regulation apply, such that each of the Treasury Markets Association (as administrator


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of HIBOR) and New Zealand Financial Benchmark Facility Limited (as administrator of BKBM) is not
currently required to obtain recognition, endorsement or equivalence.
SECTION 309B NOTIFICATION
In connection with Section 309B of the Securities and Futures Act 2001 of Singapore (as modified or amended
from time to time, the SFA) and the Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore (the CMP Regulations 2018), the Issuer has determined, and hereby notifies all relevant persons
as defined in Section 309A(1) of the SFA, unless otherwise specified before an offer of Covered Bonds, that
all Covered Bonds issued or to be issued under the Programme are classified as capital markets products other
than prescribed capital markets products (as defined in the CMP Regulations 2018) and Specified Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).



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