Additional Tier 1

Principal write-down upon a Capital Ratio Event

If a Capital Ratio Event occurs, on a Going Concern Write-Down Date (as defined in the Conditions), the principal amount of the Securities will be written down, as more fully described in the Conditions, to such extent determined necessary by the Issuer after consultation with the FSA or any other relevant Japanese supervisory authority that such write-down and a write-down of the principal amount of (or conversion into equity, if applicable, of) all other outstanding debt securities that are intended to qualify as our Additional Tier 1 capital, which is triggered by the same Capital Ratio Event, will result in an increase in the Issuer's consolidated Common Equity Tier 1 ratio to a sufficient level exceeding 5.125%. If this write-down mechanism, when implemented to the full extent, is expected to result in an increase in the Issuer's consolidated Common Equity Tier 1 ratio to a level short of 5.125%, the principal amount of the Securities per AUD1,000 in principal amount at issuance will be reduced to one cent per AUD1,000 of the principal amount at issuance, and no interest will accrue on the Securities thereafter. Holders of the Securities will be deemed to have irrevocably waived their right to claim or receive payments of principal of or interest on the Securities to the extent of such write-down.

A "Capital Ratio Event" will be deemed to have occurred when the Issuer's consolidated Common Equity Tier 1 ratio reported or publicly announced by the Issuer declines below 5.125%, as more fully defined in the Conditions.

Principal write-down upon a Non-Viability Event

If a Non-Viability Event occurs, on a Write-Down and Cancellation Date (as defined in the Conditions), the full principal amount of the Securities will be permanently written down to nil, the Securities will be cancelled, and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Securities.

A "Non-Viability Event" will be deemed to have occurred at the time that the Prime Minister of Japan confirms (nintei) that any measures (tokutei dai nigo sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (as defined in the Conditions) (or any successor provision thereto) need to be applied to the Issuer.

"Write-Down and Cancellation Date" means, upon the occurrence of a Non- Viability Event, the date that shall be determined by the Issuer after consultation with the FSA or any other relevant Japanese supervisory authority and shall be no later than ten Business Days following the date of the Write-Down and Cancellation Notice (as defined in the Conditions).

Principal write-down upon a Bankruptcy Event

Immediately upon the occurrence of a Bankruptcy Event, the full principal amount of the Securities will be permanently written down to nil, the Securities will be cancelled, and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Securities.

A "Bankruptcy Event" will be deemed to have occurred when a Japanese court has commenced bankruptcy proceedings, corporate reorganisation proceedings or civil rehabilitation proceedings with respect to, or special liquidation proceedings (tokubetsu seisan) have commenced by or with respect to, the Issuer in Japan or when the Issuer has become subject to similar proceedings in any other jurisdiction, as more fully defined in the Conditions.

Agreement to principal write-down

By subscribing for, purchasing or otherwise acquiring the Securities, holders of the Securities acknowledge and agree to a principal write-down under the terms of the Securities.