#1Westpac New Zealand Limited Covered Bond Investor Presentation May 2021 The material contained in this presentation should not be reproduced, distributed or transmitted to any person without consent of Westpac New Zealand Limited. W#2Highlights 7 Operating environment Managed COVID-19 impacts well Economic recovery well advanced Westpac Economics GDP forecast at 4.2% this year, 4.4% next year Well regulated banking sector Westpac New Zealand Limited (WNZL) Well capitalised; amongst the best capitalised banks globally Retail-focused bank, high quality assets Predominantly deposit funded at 82% deposit to loan ratio 1H21 NPAT $523m, up $267m on PCP Asset quality metrics improved Quality covered bond pool Based on clear legislation and backed by a high-quality cover pool comprised of prime residential mortgages Covered pool weighted average LVR (unindexed) of 50% Residential mortgage portfolio has performed well through COVID-19 Rated AAA, with AAA rating able to withstand a 3-notch downgrade of the Issuer 2#3The New Zealand economy GDP components Annual average % change 2019A 2020A 2021F 2022F 75 GDP (production) 2.4 -2.9 4.2 4.4 GDP (Real, quarterly $bn) Westpac forecasts 75 75 Economic indicators Annual % change 70 2019A 2020A 2021F 2022F 70 70 Consumer price index 1.9 1.4 2.4 1.4 65 Unemployment rate 4.1 4.9 4.5 4.1 555 65 House price index 4.6 17.5 8.1 -3.0 60 Financial forecasts End of year Pre-Covid trend (based on February 2020 forecasts) Current forecasts 60 2019A 2020A 2021F 2022F 55 55 T 55 NZD/USD 0.64 0.69 0.74 0.76 2018 Source: Statistics NZ, Westpac Economics 2019 2020 2021 2022 2023 2024 CO 2 LO Unemployment rate do 00 % Pre-Covid forecast Current forecast 4 % 8 Westpac forecasts 8 3 7 7 CO 5 LO + 3 2 2006 2009 Source: Stats NZ, Westpac Economics 4 - 2012 Official Cash Rate (%) Westpac forecasts 3 2 2014 2016 2018 2020 2022 2024 Source: RBNZ, Westpac Economics 3 2 0 2012 2015 2018 2021 2010 1 3#4The New Zealand housing market The Government has announced a suite of new housing market policies affecting both demand and supply New Zealand dwelling prices by region Index = 1000 in 2007 Index = 1000 in 2007 2400 • The most significant changes relate to the tax treatment of mortgage interest costs 2700 This will diminish the financial incentives for property investors and tilt housing market conditions more in favour of owner occupiers 2500 Auckland 2300 2100 -Canterbury Westpac expects these policy changes will prompt a flattening-off of house prices over the remainder of 2021. That follows a period of very strong growth since the economy exited lockdown 1900 - Wellington 1700 1500 Other regions The major changes introduced by the Government include: Removing the ability to offset mortgage costs on residential investment properties against the income earned on those properties This change will take effect from 1 October 2021 for properties purchased after 27 March 2021 and will be gradually phased in over the next four years for existing property owners The Government is also looking at exceptions for new builds Source: REINZ, Westpac 1300 1100 900 2007 1900 1400 900 2009 2011 2013 2015 2017 2019 2021 House price level forecasts Index 4000 3500 Index 4000 Current forecast 3500 The holding period for taxing capital gains on residential investment properties (otherwise known as the 'Bright-line test') has been extended from 5 to 10 years 3000 Forecast from February 2021 3000 2500 Westpac 2500 forecasts The holding period remains at 5 years for investors who buy new builds 2000 2000 A $3.8bn Housing Acceleration Fund is being established to assist with the development of infrastructure (such as pipes and roads) to support new housing 1500 1500 Additional financial assistance for first home buyers with changes in First Home Loans and Grants settings, including increases in income caps, as well as changes to regional price caps 1000 500 1000 500 2010 2012 2014 2016 2018 2020 2022 2024 2026 Source: CoreLogic, Westpac 4#5Our focus Fix Address outstanding issues Deliver Regulatory Outcomes • Strengthen Risk Management Develop to a Mature Risk Culture • Deliver Remediation Outcomes • Generate High Quality Data Informing Decision Making and Customer Experience Our purpose Ignite Financial Possibilities Strategic priorities Simplify Streamline and focus the business Objectives Modernise Technology • Optimise Technology • Deliver 100% Digitally Enabled Journeys • Westpac Banking Centre and Banking Capability • Improve Employee Experience Perform Sustainable long-term returns Build Performance Culture • Enhance Financial Disciplines • Expand Westpac Way of Working • Focus on Markets & Segments with • Greatest Return on Capital Attract and Retain Best Talent Deliver Compelling Purpose and Brand Framework LO 5#6Our sustainability strategy Sustainability Priorities Qo Manaaki te ao Care for the planet What We want to support Aotearoa's transition to a resilient, net-zero economy for the benefit of all Kiwis 2025 Targets Reduce operational emissions by 30% (vs 2019)1. Offset remaining emissions to be carbon neutral • Enable $10b in sustainable Finance² • Reduce climate-related financial risks Manaaki te tāngata Care for people E tipu putea ora Grow financial wellbeing 7 SETAN INTOCY 11 13 ACTION We want to help create thriving local communities and a workforce and society where everyone feels valued 10 1 POVERTY GENDER EXUALITY DECENT WORK AND 10 REDUCED PEQUALITES We want to enable all Kiwis to be financially secure and independent POVERTY DECENT WORK AND 8 CONUNGGROWTH 10 M INEQUALITIES 11 AND COMMUNTIES • • • Set a cultural diversity in leadership target by 2021 1% pre-tax profits invested in communities $700m in lending to healthy, affordable and social housing³ 25,000 people to participate in Westpac- facilitated financial education workshops Help 15,000 Kiwis who are at risk of financial exploitation & exclusion Source 25% of supplier spend from local businesses, including those owned by diverse and under-represented groups 1 Environmental year runs 1 July to 30 June. CO2e results include all Westpac business units based in New Zealand. Progress and 1H21 Highlights Operating emissions reduced by 38% • Enabled $2.25b in sustainable finance • Partnered with app CoGo to help New Zealanders learn about, reduce and offset their carbon footprint Recognised as New Zealand Sustainability Debt House of the Year (KangaNews 2020 Awards) and won the INFINZ award for Excellence in Institutional Banking for Westpac's role in leading and accelerating sustainable finance Published Westpac NZ's inaugural Climate Risk Report in line with the recommendations of the Taskforce for Climate-Related Financial Disclosure (TCFD) 0.52% ($3.8m) pre-tax profits invested in communities $373m in lending to healthy, affordable and social housing First bank to offer face-to-face sign language interpreters, through partner iSign to customers who are deaf, hard of hearing or speech impaired Published our second gender pay analysis. Our overall gender pay gap in 2020 is 29.1% vs 30.3% in 2019. This figure compares the pay of the median man and median woman at Westpac NZ, and includes base salary, bonuses, overtime, miscellaneous payments and superannuation More than 8,000 participants in Westpac-facilitated financial education workshops MyMahi partnership delivering 226 financial education workshops to secondary school students across New Zealand Increased online financial education classes. To date more than 1,000 people have participated in online classes (169 in FY20) 2 This target comprises (a) $5b for lending to climate change solutions, $700m lending for healthy, affordable and social housing, and other environmental, social, and sustainability-linked lending (building on FY20 exposure), and (b) facilitation of sustainable bonds from 1 October 2020 to 30 September 2025. All lending will meet the eligibility criteria set out in international sustainable finance principals. Our targets are a total commitment, measuring the cumulative flow of capital that will support Aotearoa to become a thriving, inclusive net-zero emissions economy. 3 This is a cumulative target and includes Kiwibuild and shared equity. Co 6#7Significant developments NZ Review • External Reviews (Section 95) • • • Westpac Banking Corporation is reviewing the most appropriate ownership structure for its New Zealand operations. Rationale: Banking is increasingly a local business; BS11 – operational separation limits synergies Considerations: Potential value uplift from two locally focused businesses; separation and independence costs; impact of RBNZ reviews Status: Regulator engagement required; determining potential split of balance sheet in a demerger; progressing analysis The RBNZ has required WNZL to undertake 2 independent reports to address risk governance processes. These reports relate to: 1. The effectiveness of actions to improve liquidity risk management and risk culture; and 2. The effectiveness of risk governance at WNZL, with a focus on the Board Work has been underway to address these issues for some time, but more work is needed to meet expectations A selection process is underway to appoint Independent Reviewers, subject to RBNZ approval WNZL must hold a liquidity overlay of ~$2b from 31 March 21 until completion Management WNZL CEO, David McLean retiring on 25 June 2021. Simon Power, General Manager Institutional & Business Banking, acting CEO while a global search is completed 7#81H21 financial performance Net profit after tax ($m) Key financial metrics For the six months ending Mar-20 Sep-20 Mar-21 Change on Mar-20 +104% Revenue (NZ$m) 1,093 1,025 1,151 5% -98 309 Net interest margin (%) 1.94 1.80 1.99 5 bps 523 Cost to income (%) 48.0 49.3 45.8 (2 ppts) 880 68 -10 256 Customer deposit to loan ratio (%) Stressed exposures to TCE (%)1 79.4 80.7 81.8 2 ppts 1.64 1.59 1.56 (8 bps) Lower collectively assessed provisions from improved economic outlook and improved asset quality Key operating metrics For the six months ending Mar-20 Sep-20 Mar-21 Change on Mar-20 Primarily due to higher volumes and ongoing re-pricing benefits Customers (millions) Branches 1.35 1.34 1.33 (1%) 151 143 134 (17) Consumer NPS +21 +14 +16 Down 5 Business NPS +1 +7 -1 Down 2 1H20 Net Interest Income Non Interest Expenses Impairments Tax Agri NPS +21 +34 +34 Up 13 1H21 Income Service quality - complaints (000s) 9.6 9.5 9.3 (3%) 1 TCE is Total Committed Exposure. 8#9Asset quality Business stressed exposures as a % of business TCE (%) Watchlist & substandard 90+ day past due and not impaired ■Impaired 5.5 4.9 4.4 3.3 3.4 3.3 3.1 2.9 2.8 3.2 2.6 5.0 4.0 2.3 2.4 0.2 3.0 2.9 2.5 2.2 2.4 1.5 0.1 0.2 0.9 0.8 0.5 0.0 0.3- 0.1 0.0 0.1 10.1 0.2 0.3 0.1 0.11 0.3 0.3 Sep-13 Sep-14 Sep-15 Sep-16 Sep-17 Sep-18 Sep-19 Mar-20 Agribusiness portfolio Sep-20 Mar-21 Milk price (NZ$) 17 19 4 4 47 9 ■Property ■Manufacturing ■Agriculture, forestry & fishing ■Wholesale trade ■Construction ■ Other Mar-20 Sep-20 Mar-21 Kg Ms $10 $9 Westpac Economics forecast TCE (NZ$bn) 9.6 10.0 10.1 $8 $7 Agriculture as a % of total TCE (%) 7.6 $6 7.9 7.7 $5 $4 7.90 % of portfolio graded as 'stressed'¹ (%) 9.8 8.2 8.0 $3 6.12 6.69 7.14 6.35 $2 $1 % of portfolio in impaired (%) 0.48 0.48 0.29 $0 2016/17 2017/18 2018/19 2019/20 2020/21 1 Includes impaired exposures. 9#10COVID-19: Putting customers first Total mortgage deferral packages provided (% by balances) 94.0 ~29,000 accounts supported ($6.5bn in balances) ■Returned to normal repayment or paid down ■Restructured ■ Hardship Mortgage deferrals update 29k mortgage accounts supported with $6.5bn in balances (~11% of eligible mortgage lending) 1.6k accounts required further assistance ($0.4bn in balances) • 1k accounts moved into hardship arrangements following the end of the deferral period ($0.2bn in balances) 0.6k accounts had their loans restructured ($0.1bn in balances) A very small number of accounts remained in April 2.0 4.0 • Accounts in hardship following deferral represent 29bps of total mortgage accounts (42bps by balance) Total business support packages provided (% by balances) ■Temporary overdraft ~9,000 business 0.2 77.1 customers ■Temporary change to interest-only ■Payment deferral supported 22.7 ($2.3bn in balances) No significant changes in levels of stressed assets since COVID-19 began, remaining around 3% • · Business support packages update 9k business accounts supported with $2.3bn in balances (~9% of eligible business lending balance) Support provided included temporary overdrafts, temporary change to interest-only, and deferral packages, with the majority of customers choosing temporary overdrafts or changing to interest-only At the end of March 2021 no COVID-19 temporary support packages were outstanding with loans either paid down or returned to normal repayment No temporary support packages outstanding at end of March 2021 10 10#11WNZL mortgage portfolio Total portfolio Mortgage portfolio at 31 March 2021 Fixed/Floating (%) $58bn Mortgage portfolio LVR¹ (%) of portfolio 93% of portfolio less than 80% LVR 47% 86/14 Owner occupied (%) 71.9 Investor (%) 23% 23% 5% 2% 0-60% 60.1 - 70% 70.1 - 80% 80.1 - 90% 90.1% + 28.1 Monthly new flows² (%) Broker introduced (%) 45.1 ■Owner occupied ■Investor 0.25 0.20 Interest-only (%) 21.6 40 45 45 39 42 46 46 0.15 0.10 Origination LVR 80-90% (%) 8.7 60 60 55 199 61 58 54 0.05 54 0.00 Origination LVR >90% 2.5 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 1.00% 0.80% 0.60% 0.40% 0.20% 0.00% Mar-16 Mortgage 90+ day delinquencies (%) Sep-16- Mar-17 Sep-17 Mar-18 Sep-18 0.33% Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 Mortgage loss rates each half (%) 1 LVR based on current loan property value at latest credit event. 2 Investor lending provided for the purchase of, and/or secured by, residential investment property. Residential investment property is property that is not owner-occupied or for the owners exclusive use (such as a holiday house). Owner occupied includes all other residentially secured lending not classified as Investor lending. 11 1H16 2H16 1H17 2H17 1H18 2H18 1H19 2H19 1H20 2H20 1H21 0.00%#12Capital position WNZL regulatory capital ratios (%) Capital adequacy ratios (RBNZ basis) ■CET1 ■ AT1 ■Tier 2 Current Regulatory Minimum Mar-21 18.2 Common Equity Tier 1 (CET1) Capital 7.0% 13.4% 17.1 (incl. Capital Conservation Buffer (CCB)) 2.0 15.9 15.9 2.1 Tier One Capital (incl. CCB) 8.5% 16.2% 2.0 1.8 2.8 2.7 Total Regulatory Capital (incl. CCB) Buffer 10.5% 18.2% 2.5% 8.9% 2.6 2.7 13.4 12.3 11.3 11.4 Sep-19 Mar-20 Sep-20 Mar-21 • · • RBNZ regulatory capital proposals Increasing total capital requirements from 10.5% of risk weighted assets (RWA) to 18% for systemically important banks Setting a Tier 1 capital requirement of 16% of RWA for systemically important banks Additional Tier 1 capital ('AT1') can comprise no more than 2.5% of the 16% Tier 1 capital requirement Eligible Tier 1 capital will comprise common equity and redeemable perpetual preference shares. Existing AT1 instruments will be phased out over a seven-year period Maintaining the existing Tier 2 capital requirement of 2% of RWA Recalibrating RWA for internal ratings-based banks, such that aggregate RWA will increase to approximately 90% of standardised RWA The RBNZ has delayed the start of the proposed changes to 1 July 2022 and banks will be given up to 7 years to comply 12#13Wholesale funding profile Funding composition (%) Term maturities by financial year (NZD $bn) 3 DMTN ■ EMTN 1 3 8 ■Wholesale Offshore <1Yr 4.5 131 10 4 13 4 10 -3 9 10 Wholesale Onshore <1Yr 9 ■Wholesale Offshore >1Yr 3.0 ■Wholesale Onshore >1Yr 71 74 64 ■Intercompany Loan 1.5 FY19 FY20 1H21 Equity (incl. AT1 + T2) ■Customer Deposits 0.0 2021 2022 Core Funding Ratio (%) Core Funding Ratio -RBNZ Core Funding Limit 90% 80.5% 80% 70% 60% 50% 40% 50.0% 17 23 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 ■Covered 2023 ■FLP1 Wholesale funding (%) 2024 2025+ By Type ■Domestic Medium Term Notes By Currency NZD ■NZ Certificates of Deposit 19 20 ■ USD 20 ■ Euro Medium Term Notes 20 US Commercial Paper 6 16 Covered Bonds ■FLP 37 33 ■ EUR ■CHF 36 1 ■ HKD 1 The FLP is the RBNZ's Funding for Lending Program. The FLP offers secured term central bank funding to registered banks, with the aim of lowering funding costs to stimulate lending growth across the economy and help reduce interest rates for borrowers. Under the FLP, the RBNZ will offer 3-year funding to eligible institutions. The funding will be structured as floating rate Repurchase Transactions priced at the Official Cash Rate (OCR), each for a term of three years. Participants may access the funding over a 2-year transaction period. 13#14Liquid assets Liquid assets ($bn) ■HQLA RMBS BS13 Liquid Asset position¹ Additional RMBS (Ihs) 223 23 23 Loans (lhs) BS13 Liquid Assets (lhs) BS13 Liquids / total assets (rhs) -Liquid assets / total assets (rhs) 9 15 11 $bn 13 12 11 6 120 % 30% 4 4 14 12 8 9 9 7 100 25% Sep-16 Sep-17 Sep-18 Sep-19 Sep-20 Mar-21 80 15 Liquid assets composition (%) 5 10 39 ■Cash Due from other financial institutions ■NZ Government securities 60 40 40 20% NZ Local securities 15% Supranational securities 20 20 ■NZ Corporate & Bank securities 4 27 ■RMBS 0 10% ■Due from Ultimate Parent Sep-16 Sep-17 Sep-18 Sep-19 Sep-20 Mar-21 1. Additional RMBS and BS13 liquid assets shown at haircut amounts. 14#15Covered bond programme overview¹ Issuer Group Guarantor Group Guarantor Rating Format Expected Covered Bond Rating Programme Size Maturity Options Covered Bond Guarantor Covered Bond Guarantee LVR Cap in Asset Coverage Test Asset Percentage Collateral Programme Listing Covered Bond Governing Law Westpac Securities NZ Limited, London Branch Westpac New Zealand Limited AA- (Negative Outlook) / A1 (Stable Outlook) / A+ (Rating Watch Negative) by S&P / Moody's / Fitch Legislative Covered Bond Aaa / AAA by Moody's / Fitch €5 billion Soft and Hard Bullet Westpac NZ Covered Bond Limited, a special purpose vehicle (SPV) Covered Bond Guarantor has guaranteed payments of interest and principal under the Covered Bonds secured over the Mortgage Loans and its other assets (limited in recourse to its assets) 75% Subject to rating agency requirements, Programme maximum 90% New Zealand prime, first ranking residential mortgages London Stock Exchange English Law 1 Investors in WSNZL Covered Bonds should read the Prospectus dated 17 December 2020, as supplemented. 15#16Buffers to maintain covered bond ratings The Covered Bonds currently benefit from a 3-notch buffer against downgrade of WNZL: Minimum WNZL rating to maintain AAA/Aaa rating on Covered Bonds: Fitch: BBB+ (long-term ICR) Moody's: A3(cr) (Counterparty Risk rating) Even without the benefit of Group support from WBC (+1 notch), there is still a 2- notch buffer to the AAA/Aaa rating on the Covered Bonds Excess assets available to support outstanding Covered Bonds: There is currently a significant buffer of assets in the Covered Bond pool above the minimum required levels to support the outstanding Covered Bonds: - Assets in pool in excess of outstanding Covered Bonds: 90.9% (April 2021)³ Documented requirement: 11.1% Rating Agency requirements: 9.3%4 (Fitch) / 8.2%5 (Moody's) • • If WNZL's rating is downgraded by Moody's, there are sufficient assets already in the Covered Bond pool to continue to support the Aaa rating (a 1-notch downgrade in (cr) rating will result in an increase in the Moody's requirement to 12.7%5) Fitch's requirements are not expected to change in response to any change in WNZL's rating Customary Covered Bond structural enhancements apply to protect Bondholders: Ratings-based triggers in the documentation provide further protections to Bondholders upon downgrade of WNZL. The documented triggers prescribe requirements for the funding of various reserves, replacement of counterparties, and/or collateral posting requirements upon downside credit rating migration of WNZL Westpac New Zealand Limited - Ratings¹ Agency Moody's Fitch Stand alone rating a3 a Govt support +1 Group support +1 +1 Long-term ICR2 A1 A+ Counterparty Risk Rating (Moody's only) Aa3(cr) n/a Short-term ICR² P-1 F1 Outlook Stable Rating Watch Negative 1 As at 20 May 2021. Investors in WSNZL Covered Bonds should have regard to the risk factor titled, "WNZL could be adversely affected by the failure to maintain credit ratings" in the Prospectus dated 17 December 2020, as supplemented. 2 Issuer Credit Rating. 3 Assets of NZ$7.5bn supporting outstanding Covered Bonds of NZ$3.93bn (equiv.). Noting that a portion of these assets support the Demand Loan, which ranks senior in repayment to the Covered Bonds. 4 As at Jan 2021. 5 As at Dec 2019 (last disclosed). 16#17Covered bond programme features¹ Structure Security Overcollateralisation Asset Monitor Hedging Regulatory Support Covered Bonds are issued by Westpac Securities NZ Limited, and guaranteed by WNZL (AA-/A1/A+ from S&P/Moody's/Fitch), backed by an unconditional and irrevocable guarantee by the Covered Bond Guarantor (Westpac NZ Covered Bond Limited), which is limited in recourse to its assets Security comprises a high-quality pool of first ranking, prime New Zealand residential mortgages which meet the eligibility criteria (the cover pool). Mortgages in the cover pool are sold to the Covered Bond Guarantor to ensure that covered bondholders have a priority claim over the cover pool in the event of issuer insolvency Prior to service of a Notice to Pay on the Covered Bond Guarantor, an Asset Coverage Test is run monthly to ensure the Covered Bond Guarantor has sufficient assets to support the outstanding Covered Bonds, plus overcollateralisation set by the ratings agencies (subject to a minimum documented over-collateralisation level of approximately 11% (i.e. an Asset Percentage of 90%) Following service of a Notice to Pay on the Covered Bond Guarantor, an Amortisation Test is run monthly to ensure the Covered Bond Guarantor has sufficient assets to meet the Covered Bond obligations PricewaterhouseCoopers has been appointed to monitor the calculation of the Asset Coverage Test and the Amortisation Test on at least an annual basis The Interest Rate Swaps and Covered Bond Swaps are used to hedge any exposure of the Covered Bond Guarantor to interest rate and currency risks The RBNZ permits Covered Bonds as repo eligible instruments under legislation passed in December 2013 relating to covered bonds. The RBNZ has set a limit of 10% of total assets of an issuing bank (calculated by reference to the value of assets encumbered for the benefit of covered bondholders) 1 Investors in WSNZL Covered Bonds should read the Prospectus dated 17 December 2020, as supplemented. 17#18Covered bond pool overview Covered Bond Pool eligibility criteria First ranking mortgage registered under the New Zealand Real Property Legislation All loans are secured by a mortgage over land and a completed residential dwelling All residential loans are denominated and payable in New Zealand dollars Loans are originated by WNZL in the ordinary course of its business, subject to standard loan offer terms and conditions Outstanding Principal Balance owed by the borrower is not more than NZD1.5 million Borrower is a New Zealand resident Loans become amortising loans after any "interest only" period Loans are not governed or regulated by any rural, primary production, moratorium or mediation legislation other than Credit Contracts Act 1981 (NZ) or the Credit Contracts and Consumer Finance Act 2003 (NZ) (or any replacement thereof) Loans required to be repaid within 30 years of sale into the cover pool Loans are not delinquent more than 30 days or in default Total Pool Loan Balance1 Cover Pool Loan Statistics as at 30 April 2021 NZ$6,432,206,768 40,892 NZ$157,297 Number of Loans Average Loan Size Max Loan Size Weighted Average Current LVR (Unindexed) Weighted Average Current LVR (Indexed) 90 day + Arrears Weighted Average Seasoning NZ$1,500,000 50.26% 44.64% 0.00% 51 months 269 months Weighted Average Remaining Term to Maturity 360 months Max Remaining Term to Maturity Weighted Average Interest Rate Fixed/Floating Split Interest Only 3.25% 89%/11% 10% 1 Pool loan balance excludes cash balances. 18#19Covered bond programme structural overview 3 Westpac New Zealand Limited (WNZL) Seller, Group Guarantor, & Interest Rate Swap Provider 7 Westpac Securities NZ Limited (WSNZL) (London Branch) Issuer 6 Covered Bondholders 5 1 2 8 Westpac NZ Covered Bond Limited (CBG) Covered Bond Guarantor 8 00 Westpac Banking Corporation (WBC) Covered Bond Swap Provider Key 1. Loans sold by WNZL to CBG 2. CBG pays WNZL, funded via Intercompany Loan from WNZL 3. WNZL issues guarantee to Bond Investors 4. CBG issues guarantee to Bond Investors 5. WSNZL (London branch) issues Covered Bonds to Bond Investors 6. WSNZL receives proceeds of covered bonds 7. WSNZL on-lends proceeds to WNZL 8. WNZL is the Interest Rate Swap Provider and WBC is the Covered Bond Swap Provider to CBG 19#20Additional Information W#21Westpac New Zealand Structure Australia Westpac Westpac Group New Zealand WS Locally incorporated bank, wholly owned but not guaranteed by Westpac Banking Corporation Comprises Westpac's consumer, business and institutional banking operations in NZ. AA- (Negative Outlook) / A1 (Stable Outlook) / A+ (Rating Watch Negative) by S&P/Moody's / Fitch Financial performance disclosed via semi-annual WNZL Disclosure Statement. Guarantor for WSNZL funding programmes . • • A wholly owned subsidiary of WNZL Unconditional and irrevocable guarantee of funding programmes from WNZL Provides offshore wholesale funding for WNZL through its London branch *st.george bank SA RAMS Bank of Melbourne Westpac Institutional Bank Westpac New Zealand Limited (WNZL) • • Westpac Securities NZ Limited (WSNZL) BT Funds Management (NZ) Westpac Life New Zealand Limited 21 21#221H21 balance sheet Net customer loans ($bn) 87.0 88.0 Mar-20 87 Customer Deposits ($bn) 3.0 90.6 2.1 74.1 71.0 69.1 1.0 (0.4) Up 3% Sep-20 Consumer Business Net customer loans ($bn) and % of total 88 Up 3% 91 32 32 2 32 35% Mar-21 Mar-20 Sep-20 Up 4% Consumer Business Mar-21 Customer deposits ($bn) and % of total 71 Up 4% 74 69 20 22 24 33% 39% 16 18 21 64% 1% 53 55 58 28% 33 31 29 Business ■ Personal Mar-20 Sep-20 Mar-21 Mar-20 ■Mortgage Sep-20 Mar-21 Transaction ■Savings ■Term deposits 22 22#234 WNZL lending portfolio Total committed exposure (TCE) $bn Consumer Lending Home Loans Credit Cards Other Retail Business Lending Non-Institutional1 Institutional Total committed exposure 6 10 23 19 23 22 Mar-20 Sep-20 Mar-21 %TCE VS Mar-20 VS Sep-20 70.5 72.6 75.7 58.5% 7.4% 4.3% 63.1 65.3 68.6 53.0% 8.7% 5.1% 4.2 4.1 4.0 3.1% (4.8%) (2.4%) 3.2 3.2 3.1 2.4% (3.1%) (3.1%) 45.1 46.5 53.8 41.5% 19.3% 15.7% 24.5 24.7 24.5 18.9% 0.0% (0.8%) 20.6 21.8 29.3 22.6% 42.2% 34.4% 115.6 119.1 129.5 100.0% 12.0% 8.7% Business TCE by industry (%) ■Agriculture, Forestry & Fishing 16 Property ■Finance & Insurance Government Administration & Defence Manufacturing ■ Electricity, Gas & Water Supply ■Other 1 Non-institutional includes corporate, property, commercial and agribusiness within commercial. 2086420 12 10 № 6 Sep-16 Mar-17- 1H21 commentary 1H21 loan growth mainly driven by an increase in home loans, given buoyant housing market Unsecured consumer portfolios continue to decline, consistent with overall market trends Business stressed assets remain low, with many businesses benefitting from the economic recovery Business stressed exposures as % of Business TCE Business Lending WNZL (incl WIB) Institutional Lending (WIB) Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 6.1 2.8 0.2 23 23#24Agribusiness portfolio Agribusiness Portfolio Mar-20 Sep-20 Mar-21 2 1 Total committed exposure (TCE) ($bn) 13 9.6 10.0 10.1 Agriculture as a % of total TCE 7.6 7.9 7.7 20 % of portfolio graded as 'stressed'1 9.8 8.2 8.0 % of portfolio in impaired 0.48 0.48 0.29 Dairy Portfolio Mar-20 Sep-20 Mar-21 Total committed exposure (TCE) 6.3 6.5 6.4 ($bn) Dairy as a % of total TCE 5.0 5.1 4.9 % of portfolio graded as 'stressed'1 12.0 10.1 9.6 % of portfolio in impaired 0.22 0.21 0.21 1 Includes impaired exposures Portfolio TCE by sector (%) ■Dairy cattle ■Grain, sheep & beef ■Horticulture & fruit 49 64 ■Fishing Other livestock farming Highlights Dairy farmers continuing to repay debt. Low overall portfolio growth with increases mainly in horticulture, and other farming activities Dairy stressed assets reduced in the half - continuing to monitor customers with higher debt levels Rural land market remains challenging, although price stability and increased sales activity for smaller dairy farms and support blocks now evident 24#25Commercial property portfolio Commercial Property Portfolio Mar-20 Sep-20 Mar-21 Total committed exposure (TCE) ($bn) 8.8 8.5 8.8 26% Property as a % of total TCE 7.0 6.6 6.7 % of portfolio graded as 'stressed'¹ 2.67 2.96 3.62 % of portfolio in impaired 0.12 0.07 0.07 Investor/developer split (%) •Development Investment 100% 80% 60% 40% 20% 0% Mar-18 Jun-18 Sep-18- Dec-18 1 Includes impaired exposures Mar-19 Jun-19 Sep-19- Dec-19 Mar-20 Jun-20 Sep-20- Dec-20 87.9% 12.1% Mar-21 5% Portfolio TCE by sector (%) 27% ■Commercial ■Industrial ■Residential ■Retail 24% 18% Other - Property Highlights Portfolio increases mainly in Industrial lending due to strong investor demand Development/Investment portfolio mix remains low, reflective of strategy Larger developer clients taking a cautious approach given potential softening of house values due to recent tax changes 25 25#26Westpac Economics Update W#27Composition of the New Zealand economy Regional GDP Total nominal GDP 2020: $322 bn Northland, $8bn 4% of population Auckland, $122bn Bay of Plenty, $19bn 6% of population 10 11 NZ output and employment NZ GDP by sector 2020 (%) 60 6 3 ■Primary industries ■Construction ■Electricity, gas, and water ■Manufacturing 35% of population Waikato, $28bn 10% of population Taranaki, Whanganui/Manawatu, $21bn 7% of population Tasman/Nelson, $6bn 2% of population West Coast, $2bn 1% of population Southland, $7bn 2% of population Gisborne/Hawke's Bay, $11bn 4% of population Wellington, $40bn 11% of population Marlborough, $3bn 1% of population Canterbury, $40bn 13% of population Otago, $14bn 5% of population LO 19 6 3 35 Sources: Stats NZ, Westpac Economics. Nationwide GDP and employment figures are for the year to Dec 2020, regional figure are for the year to March 2020. Source: Stats NZ ■Wholesale, retail and accommodation ■Transport 12 ■Financial and professional services ■Public administration ■Social services (incl. health and education) Other NZ employment by sector 2020 (%) 7 60 10 ■Primary industries ■Construction ■Electricity, gas, and water ■Manufacturing 9 ■Wholesale, retail and accommodation 18 19 ■Transport ■Financial and professional services ■Public administration ■Social services (incl. health and education) ■ Other 27 27#28New Zealand economy The New Zealand economy contracted by 2.9% in 2020 and quarterly GDP is still 1% below pre-Covid levels. That compares favourably to most of NZs peers in the global economy 75 Westpac Economics forecasts economic growth of +4.2% in 2021 and +4.4% in 2022 70 0 • • • The outlook remains uneven across sectors: Industries that are closely linked to the international border, like tourism and hospitality, are continuing to struggle. While travel bubbles are being established, ongoing restrictions on travel mean conditions in tourism-related sectors are set to remain challenging for some time In contrast, policy stimulus and the elimination of the virus in NZ mean that conditions in domestically focused industries like residential construction have been firmer There has also been strength in commodity export prices, especially for dairy products 65 60 GDP (Real, quarterly $bn) Westpac forecasts 75 - 70 65 Pre-Covid trend (based on February 2020 forecasts) 60 Current forecasts 2023 55 2024 55 55 2018 2019 Source: Statistics NZ, Westpac Economics 2020 2021 2022 International visitor arrivals (monthly, thousands) 350 350 300 Westpac 300 forecast 250 250 200 200 150 150 100 100 50 50 0 0 2015 2017 2019 2021 2023 Source: Stats NZ, Westpac 28#29Housing market and Government policy The Government has announced a range of measures to slow house price growth and tilt the market to be more in favour of owner occupiers (rather than investors) The major changes that have been introduced include: Removing the ability for property investors to offset the interest on loans on residential investment properties against their income from those properties. This change will take effect from 1 October 2021 for properties purchased after 27 March 2021. For existing property owners, deductibility will be phased out over the next four years. The Government is looking at exceptions for new builds The holding period for taxing capital gains on investment properties (i.e. the bright-line test) will be extended from five to ten years Leveraged investors currently account for around one-third of sales in markets like Auckland and Wellington. The announced policy changes will reduce the financial incentives for property investors and indicate a drag on house prices Westpac Economics now expects house prices to flatten over the remainder of 2021 (previously Westpac Economics expected continued solid gains) Longer term interest rates are expected to gradually move higher over the coming years in response to the firming in global activity. As that passes through to domestic borrowing rates, modest falls in house prices of around 3% to 4% per annum are expected in 2022 and 2023 (as a comparison, prices have risen by more than 20% since the economy exited lockdown) A slowdown in the housing market signals associated downside risk for household spending and construction. This reinforces the case for the RBNZ keeping the OCR at low levels for an extended period Household debt levels have been rising in recent years, with much of that borrowing related to residential property. However, the low level of mortgage interest rates means that the proportion of households' incomes spent on debt servicing has fallen to its lowest level in at least two decades. The labour market has also been more resilient than expected 29 29#30Housing market and Government policy (cont.) New Zealand dwelling prices by region Index = 1000 in 2007 2700 Index = 1000 in 2007 Dwelling prices % change Last 3 mths 2500 Auckland Region Pop'n (to Mar-21) Last 12 mths (Mar-21) Last 5 years (to Mar-21) 2400 2300 2100 -Canterbury Auckland 1.7m Up 7.1% Up 22.5% Up 39.2% 1900 1900 -Wellington 1700 Wellington 0.5m Up 9.5% Up 31.2% Up 104.7% 1500 Other regions 1400 1300 Canterbury 0.6m Up 7.7% Up 20.3% Up 30.1% 1100 900 900 Nationwide 5.1m 2007 2009 Up 8.5% Up 24.0% Up 58.6% 2011 2013 2015 2017 2019 2021 Source: Stats NZ, Westpac Source: REINZ, Westpac Population growth and net migration (rolling annual totals) Household debt statistics 20 200 Index Index 4000 4000 Current forecast 3500 3500 ------ Forecast from February 2021 15 % of household income spent on debt servicing (left axis) Household debt as a % of household disposable income (right axis) 175 3000 3000 10 2500 Westpac 150 2500 forecasts 2000 2000 5 125 1500 1500 1000 1000 0 100 2010 2012 2014 2016 2018 2020 2022 2024 2026 Source: CoreLogic, Westpac 2000 2002 Source: RBNZ 2004 2006 2008 2010 2012 2014 2016 2018 2020 30#31Construction and population growth Annual dwelling consent issuance has risen to an all time high, with a strong pipeline of work over the coming year. Much of this will be centred on Auckland, but increases in activity have been widespread Monthly residential building consents 4000 Number Number 4000 In recent years population growth far outpaced home building, and an extended period of rapid home building is needed to address the related shortages 3000 As the middle of the decade approaches, Westpac Economics expect that the current period of very strong residential building will give way to a period of more moderate activity Migration and population growth are currently very low due to the closure of the borders While we expect migration will pick up following the rollout of vaccines and the opening of the borders, the Government is planning to tighten migration policy, focusing on skilled workers. As a result, net migration is expected to remain well below the levels seen in recent years 3000 2000 1000 2000 Source: Stats NZ, Westpac 2005 2010 2015 2000 1000 0 2020 Population growth and net migration (rolling annual totals) 120 100 288120 Thousands Net migration Population growth Thousands 120 Westpac Forecasts 100 80 60 40 20 0 -20 2010 0 -20 2012 2014 2016 2018 2020 2022 2024 Source: Stats NZ, Westpac 31#32Households and spending • Monthly retail spending excl. fuel ($m) March 2020: Covid restrictions first imposed 6,000 5,500 5,000 - 4,500 - 4,000 | 3,500 3,000 2,500 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Retail spending has been resilient and running above the levels seen prior to COVID-19 However, there has been a change in the composition of spending 6,000 5,500 • Since the outbreak of COVID-19 and the related closure of the border, spending on durable items like household furnishings has been strong That has helped to offset the drag from reduced spending in the hospitality sector 5,000 4,500 4,000 3,500 The labour market has been more resilient than expected Unemployment fell for a second quarter in March to 4.7%. With a growing number of businesses reporting that they are planning to take on new staff, it is now looking like unemployment peaked at 5.2% back in September - much lower than forecast at the onset of COVID-19 Westpac Economics expect unemployment will continue to trend down over the course of this year Source: Stats NZ, Westpac 3,000 2,500 Jan-15 Labour market 8 Annual % change Employment growth (left axis) so - Unemployment rate (right axis) 4 2 0 -2 -4 2004 Source: Stats NZ, Westpac % 8 Westpac forecasts 7 00 6 5 4 3 2 2008 2012 2016 2020 2024 32 32#33Agriculture New Zealand's commodity prices have increased 17% so far this year, and Westpac Economics expect a further lift of circa 5% through to the September quarter Strong Chinese demand, the firming in the global growth outlook and tight global agricultural supply bodes well for the remainder of 2021 Dairy: Westpac Economics' farmgate milk price forecast for the soon to be completed 2020/21 season is $7.90/kg (following $7.14/kg milk price in 2019/20). Westpac Economics' forecast is at the upper end of Fonterra's forecast range of $7.30-$7.90/kg. For 2021/22, Westpac Economics expect a similarly strong farmgate milk price of $8.00/kg Farmers continue to repay debt, however the strong outlook for agricultural incomes is prompting more investment activity both on and off farm 450 400 350 300 250 200 150 100 50 0 2001 NZ commodity price index (World Prices) Index = 100 in 1986 ⚫Dairy 2003 2005 2007 Source: ANZ, Westpac Economics -Forestry products Meat, skins and wool T 2009 2011 2013 2015 2017 2019 2021 Farmgate Milk Price 450 400 350 300 250 200 150 100 50 0 KgMs $10 KgMs Forecast $10 $8 $8 $6 $6 $4 $4 $2 $2 $0 T $0 2006 2008 2010 2012 2014 Year ending May 2016 2018 2020 2022 Source: Fonterra, Westpac Economics 33 33#34Monetary policy Inflation (annual %) Westpac forecasts 9 LO 5 A 3 RBNZ target band м 2 2011 2014 2017 2020 2023 Inflation has picked up and is forecast to rise to 2.7% by the end of this year. However, this rise is expected to be temporary. Inflation is being boosted by base effects following last year's lockdown, as well as by disruptions to global supply chains As post-COVID-19 disruptions ease, inflation is forecast to drop back below 2% over 2022. The economy is still grappling with the large hole in demand resulting from the closure of NZ's borders and the loss of international tourism spending. Unemployment is also above pre-COVID-19 levels Westpac Economics expects that the Official Cash Rate (OCR) will remain on hold until March 2024. The RBNZ is not likely to increase the OCR until the borders reopen and longer-term inflation is comfortably on a path to 2% Although Westpac Economics expect the OCR to remain on hold for some time, there is a degree of tightening in monetary conditions already occurring. The RBNZ has already slowed the pace of bond purchases in its Large-Scale Asset Purchase programme. In addition the Funding for Lending Programme for banks is unlikely to be extended beyond the end of 2022 LO 4 3 2- 1 2005 2008 Source: Statistics NZ, Westpac Economics 4 3 2 1 Official Cash Rate Westpac forecast + ♡ 2 0 2010 2012 2014 2016 2018 2020 2022 2024 Source: RBNZ, Westpac Economics O 34 34#35Economic forecasts GDP components Quarterly % change Annual average % change Dec-20 Mar-21 Jun-21 Sep-21 2019 2020 2021F 2022F GDP (production) -1.0 0.0 1.2 0.5 2.4 -2.9 4.2 4.4 Private consumption 1.0 1.5 1.5 1.5 3.6 -1.7 7.8 2.8 Government consumption 1.7 1.3 1.2 1.1 5.4 5.8 4.8 3.4 Residential investment 1.9 2.0 1.3 0.8 4.9 -4.3 16.2 1.4 Business Investment -3.1 4.4 -0.3 1.1 2.4 -8.9 7.3 6.8 Exports -1.1 -6.6 8.4 4.0 2.4 -12.0 -1.2 11.9 Imports 9.1 9.4 3.5 5.2 2.2 -16.5 21.0 5.4 Economic indicators Quarterly % change Annual % change Dec-20 Mar-21 Jun-21 Sep-21 2019 2020 2021F 2022F Consumer price index 0.5 0.8 0.5 0.8 1.9 1.4 2.4 1.4 Employment change 0.6 0.5 0.1 0.4 1.2 0.8 1.4 2.1 Unemployment rate 4.9 4.7 4.7 4.6 4.1 4.9 4.5 4.1 Labour cost index (all sectors) 0.4 0.4 0.6 0.5 2.6 1.6 1.9 2.1 Current account balance (% of GDP) -0.8 -1.9 -2.9 -3.6 -3.3 -0.8 -3.7 -2.7 Terms of trade 1.3 1.5 6.2 2.0 7.1 -1.7 9.0 -3.0 House price index 9.0 7.4 1.0 0.0 4.6 17.5 8.1 -3.0 Financial forecasts End of quarter End of year Dec-20 Mar-21 Jun-21 Sep-21 2019 2020 2021F 2022F 90 day bank bill 5 year swap TWI NZD/USD 0.27 0.26 0.35 0.35 1.17 0.27 0.35 0.35 0.31 0.88 1.10 1.15 1.18 0.31 1.20 1.40 72.9 74.9 75.6 74.9 71.4 72.9 75.0 75.2 0.69 0.72 0.73 0.73 0.64 0.69 0.74 0.76 35 35#36Contact us Fixed income investors About us Investor Centre > Fixed income investors Ben Turner Treasurer Westpac New Zealand Limited 16 Takutai Square Auckland 1010, New Zealand Phone: (64 9) 348 9995 Email: [email protected] Contacts Liam Cleary Head of Funding Westpac New Zealand Limited Phone: (649) 336 9924 Email: [email protected] Malika Hariharan Westpac Securities NZ Limited Phone: (44 207) 621 7637 Email: [email protected] > Westpac Green Bonds > Unsecured funding > Secured funding > Credit ratings > Fixed income presentations > Global funding contacts > Westpac Securities INZ Limited FIXED INCOME INVESTORS Our strategy for stable and efficiently priced wholesale funding is twofold: build a strong and diverse funding profile and broaden the investor base, while applying prudent liquidity oversight. Unsecured funding (including senior and subordinated) Debt programs for Westpac Banking Corporation (WBC), WBC (previously of St. George), Westpac Securities NZ Limited (WSNZL) and Westpac New Zealand Limited (WNZL). Find out more WNZL and WSNZL Please visit our investor website: https://www.westpac.com.au/about-westpac/investor-centre/fixed-income-investors/ Funding and Securitisation Programmes • WNZL Disclosure Statements WSNZL Financial Statements Secured funding Details of our covered bond programs for WBC and WSNZL and outstanding securitisation issuance. Find out more Westpac Securities NZ Limited A dedicated entity providing offshore wholesale funding for Westpac New Zealand Limited. Includes key facts, financial statements, credit ratings for WNZL and other information. Find out more Westpac Green Bonds Details of our Green Bond program, including annual investor reports. Find out more 36 56#37Disclaimer The material contained in this presentation is intended to be general background information on Westpac Securities NZ Limited ("WSNZL") and Westpac New Zealand Limited ("WNZL") and their activities. It should not be reproduced, distributed or transmitted to any person without the consent of WNZL and is not intended for distribution in any jurisdiction in which such distribution would be contrary to local law or regulation. It does not constitute a prospectus, offering memorandum or offer of securities. The information is supplied in summary form and is therefore not necessarily complete. Also, it is not intended that it be relied upon as advice to investors or potential investors, who should consider seeking independent professional advice depending upon their specific investment objectives, financial situation or particular needs. The material contained in this presentation may include information derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information. All amounts are in New Zealand dollars unless otherwise indicated. Financial data in this presentation is as at 31 March 2021 unless otherwise indicated. Information contained in, or otherwise accessible through, the websites mentioned in this presentation does not form part of the presentation unless we specifically state that the information is incorporated by reference thereby forming part of the presentation. All references in this presentation to websites are inactive textual references and are for information only. The securities described herein (the "Covered Bonds") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold 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. This presentation is not intended for distribution to and must not be passed on to any retail client. This presentation is being distributed to, and is directed only at (i) persons who are outside the UK; (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iv) any other persons to whom it may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) to (iv) together being referred to as "Relevant Persons"). Any security, investment or investment activity to which this presentation relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this presentation or any of its contents. With this in mind, WNZL expressly prohibits you from passing on the information in this communication to any third party. In particular this communication and, in each case, any copies thereof may not be taken, transmitted or distributed, directly or indirectly into any restricted jurisdiction. MiFID II product governance / target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients 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. UK MiFIR product governance / target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (the "UK MiFIR"); and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "UK distributor") should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels. 37#38Disclaimer 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 European Economic Area ("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; (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 EU Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU 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 EU PRIIPS Regulation. 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 ("FSMA") and any rules or regulations made under FSMA to implement Directive (EU) 2016/97, 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. 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 selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. Disclosure regarding forward-looking statements This presentation contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the US Securities Exchange Act of 1934, as amended. Forward-looking statements are statements about matters that are not historical facts. Forward-looking statements appear in a number of places in this presentation and include statements regarding our intent, belief or current expectations with respect to our business and operations, market conditions, results of operations and financial condition, including, without limitation, future loan loss provisions, financial support to certain borrowers, indicative drivers, forecasted economic indicators and performance metric outcomes. We use words such as 'will', 'may', 'expect', 'indicative', 'intend', 'seek', 'would', 'should', 'could', 'continue', 'plan', 'aim', 'probability', 'risk', 'forecast', 'likely', 'estimate', 'anticipate', 'believe', or other similar words to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and are subject to change, certain risks, uncertainties and assumptions which are, in many instances, beyond our control and have been made based upon management's expectations and beliefs concerning future developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with our expectations or that the effect of future developments on us will be those anticipated. Should one or more of the risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results could differ materially from the expectations described in this presentation. Factors that may impact on the forward-looking statements made include, but are not limited to, those described in the section entitled 'Risk factors' in the Management Report in the WSNZL Financial Statements for the year ended 31 March 2021. When relying on forward-looking statements to make decisions with respect to us, investors and others should carefully consider such factors and other uncertainties and events. We are under no obligation, and do not intend, to update any forward-looking statements contained in this presentation, whether as a result of new information, future events or otherwise, after the date of this presentation. 38 38