NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, RUSSIA OR AUSTRALIA

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF COVERED BONDHOLDERS. IF COVERED BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER

IMPORTANT NOTICE TO THE HOLDERS OF

EUR 750,000,000 3.000 PER CENT SERIES 2011-1 COVERED BONDS

DUE 20 OCTOBER 2016

(ISIN: XS0693849860)

and

EUR 750,000,000 1.375 PER CENT SERIES 2012-3 COVERED BONDS

DUE 5 OCTOBER 2017

(ISIN:XS0830360524)

and

EUR 500,000,000 1.500 PER CENT SERIES 2013-1 COVERED BONDS

DUE  2 OCTOBER 2018

(ISIN:XS0973586059)

(together the "Existing Covered Bonds")

issued pursuant to the ANZ New Zealand (Int'l) Limited and ANZ Bank New Zealand Limited EUR5,000,000,000 ANZNZ Covered Bond Programme (the "Programme")

NOTICE IS HEREBY GIVEN to the holders of the Existing Covered Bonds as follows:

              4 June 2014

1.           We, ANZ New Zealand (Int'l) Limited and ANZ Bank New Zealand Limited (together, the "Issuers") and ANZNZ Covered Bond Trust Limited ("Covered Bond Guarantor"), refer to the bond trust deed dated 11 February 2011 and made between the Issuers, the Covered Bond Guarantor and Deutsche Trustee Company Limited ("Bond Trustee") as supplemented, amended or restated from time to time ("Bond Trust Deed").  All words and expressions defined in the Bond Trust Deed or the Definitions Schedule (as defined in the Bond Trust Deed), as supplemented, amended or restated from time to time shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings in this notice.

2.           This notice is given to all Covered Bondholders in accordance with:

(a)          clause 26.2 of the Security Deed; and

(b)          clause 21.1 of the Bond Trust Deed.   

Covered Bonds Amendment Act

3.           The Reserve Bank of New Zealand (Covered Bonds) Amendment Act 2013 ("Amendment Act") came into force on 10 December 2013.  The Amendment Act establishes a legislative framework for covered bonds in order to provide legal certainty as to the treatment of cover pool assets in the event of an issuer's liquidation or statutory management.  The key aspects of the framework are:

(a)          registration of New Zealand banks' covered bond programmes, subject to meeting registration requirements;

(b)          requiring cover pool assets to be held by a special purpose vehicle that is a separate legal entity from the issuer or guarantor of covered bonds;

(c)          independent monitoring of cover pools by a cover pool monitor; and

(d)          clarification of the treatment of cover pool assets held by a covered bond special purpose vehicle in the event that an issuer or guarantor of covered bonds is placed into statutory management or liquidation.

4.           The legislative framework set out in the Amendment Act applies to existing covered bond programmes, for which the Amendment Act contains transitional provisions.  The transitional period ends on 10 September 2014. 

5.           After the transitional period, banks with existing covered bonds programmes will be prohibited from issuing covered bonds other than under registered programmes.  However, the Amendment Act provides that the failure of an issuing bank to register a covered bond programme does not affect any other person's ability to enforce its rights in relation to that programme or any covered bonds issued under that programme (which would include those covered bonds issued during the transitional period).

Amendments to Programme Documents and change of Asset Monitor

6.           In order to comply with, and to facilitate registration of the Programme under, the Amendment Act, the Issuers and the Covered Bond Guarantor have made certain amendments ("Amendments") to the following Programme Documents:

(a)          the Management Agreement;

(b)          the Asset Monitor Agreement;

(c)          the Establishment Deed; and

(d)          the Definitions Schedule.

7.           To effect the Amendments, each of the documents listed above was amended and restated on 29 May 2014 (as amended and restated, the "Amended Documents"). 

8.           In connection with the Amendments, Deloitte has resigned as Asset Monitor and KPMG has been appointed as replacement Asset Monitor pursuant to a deed of substitution dated 29 May 2014 ("Deed of Substitution").

9.           The Amendments have been made with the consent of the Bond Trustee  pursuant to clause 21.1 of the Bond Trust Deed on the basis that the Amendments:

(a)          are to comply with the Amendment Act; and/or

(b)          are not materially prejudicial to the interests of the Covered Bondholders of any Series; and/or

(c)          are of a formal, minor or technical nature and/or are to correct a manifest error.

10.         Copies of the Amended Documents, the Deed of Substitution and the other Programme Documents can be obtained during usual business hours on any day (Saturdays, Sundays and public holidays excepted), for inspection at the offices of the Principal Paying Agent and at the registered office of the Issuers as set out below:

Principal Paying Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

The Issuers

ANZ Bank New Zealand Limited

Ground Floor, ANZ Centre

23-29 Albert Street

Auckland 1010

New Zealand

ANZ New Zealand (Int'l) Limited

Ground Floor, ANZ Centre

23-29 Albert Street

Auckland 1010

New Zealand

Application for registration of the Programme

11.         Following execution of the Amended Documents and the Deed of Substitution, ANZ New Zealand submitted an application for registration of the Programme to the Reserve Bank of New Zealand ("RBNZ") on 3 June 2014.  The RBNZ has 60 working days to consider that application.  You can access the RBNZ's public register of all covered bond programmes which are currently registered at the following website:

http://www.rbnz.govt.nz/regulation_and_supervision/banks/register/covered_bonds_register.html   

12.         Any queries in relation to the matters set out in this notice should be directed to:

The Treasurer

ANZ Bank New Zealand Limited

Level 8, 1 Victoria Street

Wellington 6011

New Zealand

Telephone: (04) 436 6798

Email: [email protected]

This notice is given by:

ANZ NEW ZEALAND (INT'L) LIMITED AND ANZ BANK NEW ZEALAND LIMITED