Kiwibank Limited — Capital/Financing Update 2021

Sep 22, 2021

Kiwibank Limited Level 9, 20 Customhouse Quay, Private Bag 39888, Wellington 5045

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NZX Release

22 September 2021

Kiwibank Subordinated Notes (ticker code KWB010) – amendment to Conditions

Kiwibank advises that with effect from 1 October 2021 the terms and conditions of the Kiwibank Subordinated Notes ( Notes ) will be amended.

The amendments have been made, as allowed by the Conditions, to ensure the Notes will continue to qualify as "Tier 2" capital under the Reserve Bank of New Zealand’s ( RBNZ ) new Banking Prudential Requirements with effect from 1 October 2021.

The principal changes are to:

1. Condition 2.2 (Solvency condition to payment) – so that the solvency condition only applies to Kiwibank instead of Kiwibank and the Kiwibank Group, to follow the approach in the Banking Prudential Requirements;

2. Condition 4.7 (Approval of RBNZ to redemption) – so that the RBNZ approval condition will comply with the new Banking Prudential Requirements; and

3. Condition 18.1 (Definitions) – so that the definitions of Regulatory Event, Solvent and Tax Event will comply with the new Banking Prudential Requirements.

A copy of the of the amended Conditions is contained in the Deed Poll dated 27 November 2020 (to be amended and restated with effect from 1 October 2021) which is available at: https://www.kiwibank.co.nz/about-us/governance/investor-centre/kiwibank-capital-instruments/ or by requesting a copy from the Registrar.

Geoff Martin Head of Funding ENDS