Statement of Principles on Bank Registration and Supervision

Ref #9178677 Statement of Principles Bank Registration and Supervision Financial Stability Group Document BS1 Issued: October 2021

2 Ref #9178677 BS1 October 2021 TABLE OF CONTENTS Subject Page A. INTRODUCTION ............................................................................................................... 3 B. PURPOSES OF BANK REGISTRATION AND SUPERVISION..................................... 3 C. BANK REGISTRATION.................................................................................................... 4 D. SUPERVISION.................................................................................................................. 20 E. CONDITIONS OF REGISTRATION............................................................................... 23 F. VARIATION AND REMOVAL OF CONDITIONS OF REGISTRATION ................... 31 G. BREACHES OF CONDITIONS OF REGISTRATION................................................... 32 H. BREACH OF MINIMUM CAPITAL ADEQUACY RATIO REQUIREMENTS........... 32 I. DISCLOSURE REQUIREMENTS................................................................................... 33 J. CREDIT RATING REQUIREMENT ............................................................................... 33 K. RESPONSIBILITIES FOR NEW ZEALAND CHIEF EXECUTIVE OFFICERS OF OVERSEAS INCORPORATED BANKS........................................................................ 34 L. DIRECTOR RESPONSIBILITIES ................................................................................... 35 M. CHANGES OF OWNERSHIP .......................................................................................... 37 N. ESTABLISHMENT OF OVERSEAS BRANCHES, REPRESENTATIVE OFFICES OR SUBSIDIARIES ......................................................................................................... 38 O. CRISIS MANAGEMENT ................................................................................................. 38 P. FOREIGN SUPERVISOR ACCESS TO INFORMATION HELD BY REGISTERED BANKS ............................................................................................................................. 42 Q. UNITED NATIONS SANCTIONS................................................................................... 43 APPENDIX ONE – STANDARD CONDITIONS OF REGISTRATION ............................... 44 APPENDIX TWO – CREDIT RATING REQUIREMENT ..................................................... 60 APPENDIX THREE – APPROVAL OF CREDIT RATING AGENCIES .............................. 61

3 Ref #9178677 BS1 October 2021 STATEMENT OF PRINCIPLES – BANK REGISTRATION AND SUPERVISION A. INTRODUCTION

1. In terms of section 67 of the Reserve Bank of New Zealand Act 1989 (“the Act”), the Reserve Bank is required to register banks and to undertake prudential supervision of registered banks. Part 5 of the Act confers various powers on the Bank in order to permit it to carry out these functions.
2. As required by section 75 of the Act, this document sets out the principles on which the Bank acts:

• in determining applications for registration; and
• in imposing, varying, removing, or adding to conditions of registration.

3. In addition it sets out the principles on which the Reserve Bank acts in carrying out other aspects of its prudential supervision role. B. PURPOSES OF BANK REGISTRATION AND SUPERVISION
4. The Reserve Bank carries out its bank registration and supervision functions for the purposes of:

• promoting the maintenance of a sound and efficient financial system;
• avoiding significant damage to the financial system that could result from the failure of a registered bank.

5. Bank registration policy is aimed at ensuring that only financial institutions of appropriate standing and repute, that can provide evidence of their ability to comply with all prudential requirements relating to the matters the Reserve Bank is required to have regard to when assessing an application for registration, are able to become registered banks. Subject to the above, impediments to the entry of new registered banks are kept to a minimum in order to encourage competition in the banking system. This approach recognises that competition can bring significant benefits to users of the services provided by registered banks. There is no upper limit on the number of registered banks.
6. Supervision of registered banks is not aimed at preventing individual bank failures or at protecting creditors. Instead, supervision is aimed at encouraging the soundness and efficiency of the financial system as a whole. To the extent possible, this is achieved by drawing on and enhancing the disciplines on banks which are naturally present.
7. In the event that a registered bank failure does occur, the Reserve Bank will seek to minimise damage to the financial system. This may involve the use of the crisis management powers

4 Ref #9178677 BS1 October 2021 available under the Act. These crisis management powers include the ability to place a registered bank under statutory management and the ability to give directions to a registered bank that is in difficulties. C. BANK REGISTRATION 8. The following section sets out the principles on which the Reserve Bank will act when determining applications for registration as a registered bank. The Reserve Bank document entitled “Application for Status as a Registered Bank: Material to be Provided to the Reserve Bank” (BS3) identifies the information which should be provided in support of an application to become a registered bank. 9. In terms of section 73 of the Act, when determining an application for registration as a registered bank, the Reserve Bank is required:

• to satisfy itself that the applicant's business will substantially consist of the borrowing and lending of money, or the provision of other financial services, or both; and
• to have regard to the following matters:
• the incorporation and ownership structure of the applicant;
• the size and nature of the applicant’s business or proposed business or any part of the applicant’s business;
• the ability of the applicant to carry on its business or proposed business in a prudent manner;
• the standing of the applicant in the financial markets;
• the suitability for their positions of the directors and senior managers of the applicant;
• the standing of the owner of the applicant in the financial markets; and
• any other matters prescribed in regulations.

10. In terms of section 73A of the Act, if the applicant is an overseas person the Reserve Bank is required to have regard to the following additional matters:

• the law and regulatory requirements of the applicant’s home jurisdiction that relate to: (i) the recognition and priorities of claims of creditors or classes of creditors in the event of the insolvency of the applicant; (ii) the disclosure by the applicant of financial and other information of the kind that a registered bank must disclose under section 81; (iii) the accounting and auditing standards applicable to the applicant; (iv) the duties and powers of directors of the applicant; and (v) the licensing, registration, authorisation and supervision of the applicant.
• the nature and extent of the financial and other information disclosed to the public by the applicant.

11. In terms of section 73B of the Act, the Reserve Bank is required to have regard to the following additional matters if the applicant is a subsidiary of an overseas person:

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• the law and regulatory requirements of the home jurisdiction of the overseas person that relate to: (i) the disclosure by the overseas person of financial and other information of the kind that a registered bank must disclose under section 81; (ii) the accounting and auditing standards applicable to the overseas person; (iii) the duties and powers of the directors of the overseas person; and (iv) the licensing, registration, authorisation and supervision of the overseas person.
• the nature and extent of the financial and other information disclosed to the public by the overseas person.

12. The principles the Reserve Bank applies when considering each of these matters are set out below. (I) Business of the applicant
13. The Reserve Bank is required to satisfy itself that at a minimum the business carried on, or proposed to be carried on, by an applicant for registered bank status substantially consists of the borrowing or lending of money or the provision of other financial services. The manner in which this basic requirement is interpreted will vary depending on whether the applicant is incorporated locally or wishes to operate as a branch of an overseas incorporated company.
14. Where an applicant seeks to register as a locally incorporated registered bank, the Reserve Bank will require the applicant and its subsidiaries (ie the New Zealand banking group) not to conduct any material insurance underwriting business or any material activities of a non￾financial nature. As these requirements do not apply to any New Zealand business activities of the applicant’s owners conducted outside the New Zealand banking group, the effect is to constrain the manner in which insurance and non-financial business is structured, rather than to restrict the capacity of the owners to conduct that business.
15. Where an applicant wishes to register as a branch of an overseas incorporated entity, the applicant will be required to satisfy the Reserve Bank that non-financial activities and insurance business will not constitute a majority of its overall activities in New Zealand, including activities conducted through subsidiaries. Where insurance or non-financial operations are, or will be, material relative to total activities, the applicant will be required to “quarantine” these operations in separately incorporated companies. These separately incorporated companies will be specifically excluded from the applicant’s New Zealand banking group. (The New Zealand banking group normally includes all of an overseas incorporated bank’s New Zealand business, including business conducted in subsidiaries, in line with financial reporting requirements specified in section 461B(2) of the Financial Markets Conduct Act 2013 (or in section 9(2) of the Financial Reporting Act 1993, if that Act applies to the applicant.))
16. Applicants for registered bank status are required to provide the Reserve Bank with a description of the nature and size of the businesses they conduct and/or intend to conduct, including details of business to be conducted via separately incorporated entities so that the Bank can assess whether or not these requirements will be met.

6 Ref #9178677 BS1 October 2021 17. There is no requirement that certain types of financial services must be provided by registered banks. 18. The Reserve Bank has not attempted to define ‘financial’ or ‘non-financial’ business or services, as it recognises that the types of services provided by banks evolve and develop over time. However, when considering whether or not a particular service is ‘financial’, it will have regard to the types of services commonly offered by banks in New Zealand and in other similar countries. (II) Incorporation and ownership structure 19. The Reserve Bank seeks to ensure that a registered bank is in the ownership of entities or individuals who collectively have incentives to monitor its activities closely and to influence its behaviour in a way which will improve or maintain its soundness. Such incentives are most likely to be present when the owners as a group have made a substantial financial commitment to the bank, and where the form of that commitment is such that they will be the first to absorb any losses which arise as a result of poor performance. The owners' incentives are likely to be further enhanced where there is potential for their reputation to be adversely affected by any problems which become evident in the bank. 20. In addition, there will need to be sufficient separation between the board of a bank and its owners to ensure that the board does not have an unfettered ability to act in the interests of the owners where those interests diverge from those of the bank. 21. The Reserve Bank will assess ownership structures in the light of these factors. 22. As noted above, both locally incorporated entities and branches of banks incorporated overseas may apply for registration. 23. The requirements which will apply to applicants wishing to operate a branch are as follows: (a) Branches of overseas persons 24. Where an applicant wishes to register as a branch of an overseas incorporated entity, that entity will need to have bank status in its home jurisdiction. 25. All applicants which fall within the following categories, or which are expected to fall within the following categories in the 5 years following registration, will be required to establish a locally incorporated entity rather than operate via a branch:

• Systemically important banks, that is, banks whose New Zealand liabilities, net of amounts due to related parties, exceed NZ$15 billion.
• Retail deposit takers incorporated in a jurisdiction that has legislation which gives deposits made, or credit conferred, in that jurisdiction a preferential claim in a winding up. Australia and the United States are examples of countries with such legislation.
• Retail deposit takers which do not provide adequate disclosure in the home jurisdiction.

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• Applicants other than those listed above may also be required to incorporate locally, if the Reserve Bank is not satisfied that supervisory arrangements (including disclosure arrangements) and market disciplines in the country of incorporation are adequate.

26. Systemically important banks Systemically important banks are required to incorporate locally to provide a degree of assurance that the Reserve Bank would have the ability to manage a failure affecting one of these banks. Systemically important banks are those which are so large that their failure could have flow on effects to the banking system as a whole and the wider economy. For the purposes of this requirement, systemically important banks are defined as those whose New Zealand liabilities, net of amounts due to related parties, exceed $15 billion. This definition will normally be reviewed at three yearly intervals, and if appropriate, the size limit will be updated.
27. With a branch it may be difficult to determine what assets are, or would be, available to a statutory manager in a failure and which liabilities can be attributed to the branch. This problem is becoming more acute over time as increasing geographical centralisation and integration of critical banking functions occur. The usefulness of branch accounts is further undermined by the fact that there are no prohibitions on the transfer of assets between branches of the same legal entity.
28. A locally incorporated bank has its own board of directors and those directors are required under the Companies Act to act in the best interests of the company, to prevent the company from carrying on business in a manner likely to create a substantial risk of serious loss to the company’s creditors and to ensure that the company does not incur an obligation unless they believe that the company will be able to perform the obligation when required to do so. They must also ensure that they do not authorise a distribution to shareholders unless they are satisfied that immediately after the distribution the company will satisfy a solvency test. The Reserve Bank considers that these directors’ duties together with a legal entity structure provide much greater certainty in a failure situation and increase the likelihood that value will be retained in the local bank in the lead up to a failure.
29. Local incorporation also ensures that there is a clear delineation between the assets and liabilities of the New Zealand bank and those of its parent. This makes it more likely that, should it prove necessary, a statutory manager could quickly take control of the bank and, if appropriate, re-open it for business within a reasonably short time frame.
30. Retail deposit takers The restrictions on retail deposit takers’ ability to operate a branch in New Zealand are aimed at ensuring that retail depositors have access to the information they need to assess the risk of dealing with a particular bank.
31. For the purposes of these requirements a retail deposit taker is defined as a financial institution that has more than $200 million in New Zealand retail deposits on its books. Retail deposits are defined as deposit liabilities held by natural persons, excluding liabilities with an outstanding balance of more than $250,000.

8 Ref #9178677 BS1 October 2021 32. Where disclosure in the home jurisdiction is inadequate, depositors have no way of assessing the financial strength of the bank as a whole and the likelihood of the bank failing. In such circumstances the effectiveness of market disciplines may be undermined. 33. When assessing the adequacy of disclosure, the Reserve Bank will take into consideration the following:

• The quality of accounting standards used to prepare the applicant’s accounts. Where necessary, the Reserve Bank will require an applicant to provide independent verification that the accounting standards being used to prepare accounts for the legal entity proposing to operate a branch in New Zealand are sufficiently similar to accounting standards used in New Zealand to allow users of the accounts to make an assessment of the entity’s financial condition that would not differ materially from that which the user would make, if the accounts were prepared using New Zealand generally accepted accounting principles (GAAP);
• The frequency of publication of the accounts. The Reserve Bank would normally expect accounts to be published on at least a 6 monthly basis;
• The timeliness of published accounts. Generally the Reserve Bank would wish to satisfy itself that accounts are being published within 4 months of balance date;
• The quality of auditing standards used by the auditors of the applicant’s accounts. The Reserve Bank will wish to satisfy itself that these are reasonably equivalent to the standards applicable in New Zealand;
• Disclosure of accounting policies. Without full disclosure of accounting policies it is difficult for users of the accounts to interpret those accounts;
• Availability of both legal entity and consolidated accounts. Generally both sets of accounts are necessary to allow a full understanding of a bank’s position;
• Disclosure of key indicators of financial soundness such as capital adequacy ratios and impaired asset data.

34. Where legislation in an applicant’s home jurisdiction gives depositors or creditors in that country a preferential claim on assets, it is very difficult for New Zealand depositors to assess their likely position, if the bank were to fail. In a failure situation, New Zealand depositors, depositors in the home jurisdiction, New Zealand creditors and creditors in the home jurisdiction would each have different claims on the same legal entity. Neither the legal entity accounts nor the branch accounts, nor both sets of accounts taken together, provide sufficient information for depositors and creditors to work out their position relative to other classes of creditor and depositor. The situation is even more complex when the legal entity has branches in other jurisdictions as well.
35. Wholesale depositors and creditors, while faced with the same information gap as retail customers, are generally able to understand the deficiencies in disclosure information and can take them into account when making investment decisions. Thus the Reserve Bank will not require applicants which deal with wholesale clients to incorporate locally purely on the basis of inadequate disclosure or depositor preference legislation.

9 Ref #9178677 BS1 October 2021 36. With a locally incorporated bank, depositors will have access to current financial statements prepared in accordance with New Zealand generally accepted accounting principles (GAAP) for the legal entity with which they are dealing and assurance that, in a winding up, their claims would rank pari passu with those of other unsecured creditors (other than priority creditors such as the Inland Revenue Department and employees). 37. Other applicants In assessing the adequacy of supervision in the home jurisdiction, the Reserve Bank will pay close attention to the adequacy of capital standards applied in the home country. 38. Applicants which wish to operate as a branch of an overseas bank will also need to satisfy the Reserve Bank that the operations of the New Zealand branch will not constitute a predominant proportion of the business of the global bank. 39. Dual registration Overseas persons may be permitted to operate both a branch and a bank subsidiary in New Zealand provided both entities comply with relevant prudential requirements relating to the matters listed in sections 73-73B of the RBNZ Act. The operation of a branch and a New Zealand incorporated subsidiary is referred to as “dual registration” and a person applying to register a branch operation alongside a registered bank subsidiary is called a “dual registration applicant”. 39A. Where the New Zealand operations of a dual registration applicant are not systemically important to New Zealand, the following requirements and restrictions may apply. These will be incorporated into the bank’s Conditions of Registration.

 Standard requirements for non-systemic dual-registered banks: The New Zealand branch operation is not permitted to accept retail deposits. If banks with a dual registration were able to take deposits through both the branch and the bank subsidiary it is likely that depositors would be confused about which entity they were dealing with. From the point of applying to commence business in New Zealand as a dual registration bank, the applicant will have a clear governance framework in place detailing how managerial and operational responsibilities are delegated to the New Zealand office and delineated across its local operations. The applicant must satisfy the Reserve Bank these arrangements give the branch Chief Executive adequate responsibility and accountability over the branch’s prudent operation.  Non-standard restrictions for non-systemic dual-registered banks (to be applied in addition to the standard requirements for non-systemic dual-registered banks): Where the Reserve Bank has concerns about the approach of the applicant’s home state to supervision and oversight, disclosure, accounting and auditing standards, or bank insolvency and resolution arrangements (broadly ‘home state non￾equivalence’), total New Zealand assets of the branch must not exceed those of the New Zealand incorporated subsidiary on any day of the year.

10 Ref #9178677 BS1 October 2021 The New Zealand branch operation must undertake wholesale business only - that is, business transacted with ‘wholesale investors’ defined under the Financial Market Conduct Act 2013 (Clause 3(2), Schedule 1). The Reserve Bank would expect wholesale business to be limited to simple balance sheet activities, and for any market-making activity to be conducted out of the New Zealand subsidiary. Where necessary to reinforce this expectation, permitted wholesale business at the branch operation may be further restricted at the Reserve Bank’s discretion by amended condition of registration.  Disclosure requirements: Where non-standard restrictions have been imposed on a New Zealand branch operation, there must be processes in place to ensure branch investors are made aware of this. 39B. Where the New Zealand operations of a dual registration applicant are systemically important to New Zealand, these banks will not be permitted to take retail deposits through the branch operation. Where appropriate, further requirements and restrictions on the bank’s New Zealand operations will be considered by the Reserve Bank on a case-by-case basis. (b) Locally incorporated applicants 40. Application for registration as a locally incorporated entity may be made by companies which are in widespread ownership, or which are wholly or substantially owned by corporates, trusts or another bank. 41. Locally incorporated entities will need to satisfy the Reserve Bank that a substantial proportion of their business will be conducted in and from New Zealand. (c) Other forms of ownership 42. While the Reserve Bank would not rule out the possibility of entities with other forms of ownership becoming registered banks, such entities would need to satisfy the Reserve Bank that the degree of separation between ownership and management is sufficient to ensure that checks and balances are adequate and that appropriate incentive structures apply. (III) Size and nature of business or proposed business, or any part of the business or proposed business 43. A locally incorporated bank will be required to have a minimum of NZD $30 million in capital. This minimum capital requirement is intended to ensure that an applicant has sufficient substance to carry on business as a registered bank and to demonstrate that the owners have made a reasonable commitment to the business. 44. Branches of overseas banks will not be subject to a minimum size requirement, in recognition of the fact that a branch will be operating on the basis of the global bank's

11 Ref #9178677 BS1 October 2021 balance sheet. However, in such cases the Reserve Bank will wish to satisfy itself that the global bank has a level of capital which exceeds NZD $30 million. 45. Restrictions on retail deposit taking will be imposed on some overseas incorporated banks. (See paragraphs 30 – 36) 46. Overseas incorporated banks which provide inadequate disclosure in their home jurisdiction or which come from a jurisdiction that has legislation that gives deposits made, or credit conferred, in that jurisdiction a preferential claim in a winding up, will not be permitted to take retail deposits of more than $200 million. (IV) Ability of the applicant to carry on business in a prudent manner 47. In having regard to whether or not an applicant for registration has the ability to carry on business in a prudent manner, the Reserve Bank is required to confine its consideration to the following matters: (a) capital in relation to the size and nature of the business; (b) loan concentration and risk exposures; (c) separation of the business from other interests of those who own or control the bank; (d) separation of the business or proposed business from other business; (e) internal controls and accounting systems; (f) risk management systems and policies; (g) arrangements for any business, or functions relating to any business, of the applicant to be carried on by any person other than the applicant (outsourcing); (h) such other matters as may, from time to time, be prescribed in regulations. The following sections expand on items (a) to (h). (a) Capital in relation to size and nature of business 48. An applicant must satisfy the Reserve Bank that it is able, on an ongoing basis, to meet the capital requirements that would be imposed as conditions of registration. An applicant will need to satisfy the Reserve Bank that it has sufficient capital to carry on its business in a prudent manner and that it is able to maintain a prudent level of capital both on a solo and a group basis. 48A. An applicant’s capital requirements for credit risk must be calculated under one of two approaches available under the Reserve Bank’s capital adequacy framework. The first approach is the standardised approach and is set out in the Reserve Bank’s Banking Prudential Requirement (BPR) documents BPR 130: Credit Risk RWAs Overview,

12 Ref #9178677 BS1 October 2021 BPR131: Standardised Credit Risk RWAs, and BPR132: Credit Risk Mitigation. This approach uses external credit assessments produced by approved credit rating agencies and is the default approach. The second approach permits an applicant to use its own internal models to estimate its risk of credit losses, and hence its capital requirement for credit risk, in relation to certain categories of counterparty. The method to be used in this case is set out in BPR133: IRB Credit Risk RWAs. This second approach is only available to the extent the Reserve Bank accredits the applicant to use the models based approach, and the Reserve Bank will need to be satisfied that the applicant meets the requirements of BPR134: IRB Minimum System Requirements. 48B. An applicant must have a capital policy. A capital policy must take into account any constraints on access to further capital when needed to cater for situations including, for example, an increase in business or an unexpected loss. In addition, an applicant must satisfy the Reserve Bank that it has the capacity to implement and manage an internal capital adequacy assessment process (“ICAAP”) that accords with the guidelines set out in Part D of the Reserve Bank document BPR100: Capital Adequacy. 49. For a locally incorporated bank the capital requirements that would generally be imposed are set out in the Reserve Bank’s standard conditions of registration in Appendix One. In some cases, however, higher than usual minimum requirements may be imposed to mitigate higher than usual risks. 50. For a branch of a bank incorporated overseas, an applicant will have to demonstrate to the Reserve Bank that the global bank complies with adequate capital standards, which are at least broadly comparable with those in New Zealand, and that it is subject to adequate supervision by the bank’s home supervisor. 51. An applicant will be required to show that it has the ability to disclose capital adequacy information on its parent or the global bank. (b) Loan concentration and risk exposures 52. Banks that do not have a diversified portfolio of risks or do not monitor risks adequately, are vulnerable to substantial losses. In such cases the bank’s capital can be severely depleted as a result either of the failure of a single customer (or group of related customers) or of problems arising in one particular area of the bank’s business. Therefore, applicants for registration will be required to demonstrate that they will have in place policies and systems which will allow them to monitor and control loan concentrations and risk exposures in a manner which is appropriate for a bank, and that they will be able to comply with the exposure concentration disclosure and director attestation requirements applicable to registered banks. 53. In assessing the appropriateness of policies and systems for controlling loan concentrations and risk exposures, the Reserve Bank will have regard to the extent to which various aspects of risk will be diversified. (c) Separation from other interests of the owners 54. Boards of banks have an important role to play in ensuring that bank managers are monitored closely and that they are subject to appropriate disciplines and incentives. The shareholders

13 Ref #9178677 BS1 October 2021 or owners of a bank play an important role in monitoring the board and in monitoring the bank’s performance. Where there is inadequate separation between a bank's board and its principal shareholders, these incentives and disciplines may be undermined. 55. Where the applicant is a branch of an overseas bank, the local operations are legally part of the operations of the global bank. Consequently, it is not meaningful to attempt to impose a degree of separation between the two. Therefore a branch will not be required to comply with the separation arrangements that apply to locally incorporated banks. 56. Where the applicant is a locally incorporated company, the applicant will be required to satisfy the Reserve Bank that there will be sufficient separation between the bank and its owners. Generally this will require:

• that the proposed bank has in place policies to monitor and limit exposures to related parties;
• that the company’s constitution does not include any provision permitting a director to act other than in the best interests of the company (i.e. the bank); and
• that the composition of the board is such that it does not give rise to concerns about the bank's ability to pursue its own interests when these conflict with those of the shareholders.

57. Specific requirements on board size and composition for registered banks are set out in the Reserve Bank document “Corporate Governance” (BS14). An applicant for registration must normally meet the following minimum requirements:

• The board of the proposed bank must have at least five members, of whom the majority must be non-executive, and at least half must be independent (as defined in BS14). Any alternates of non-executive directors must be also non-executive, and any alternates of independent directors must also be independent. At least half of the independent directors on the board must be ordinarily resident in New Zealand. In the case where the applicant’s operations or proposed operations in New Zealand are very small, these conditions on the minimum board size and composition may be varied.
• The chairperson of the applicant’s board must be an independent director. The Reserve Bank may consider a variation to the standard criteria for independence in this case, to allow the chairperson to be a member of a parent company board and still qualify as independent, provided that the applicant is able to satisfy the Reserve Bank that the chairperson will be sufficiently independent from the parent bank in practice.
• The board must have an audit committee, or other committee however named that fulfils the role of an audit committee. It must have at least three members, all of whom must be non-executive directors. The majority of the members of the committee, including its chairperson, must also be independent directors. These requirements are aimed at providing a degree of objective scrutiny of:
• exposures to the parent or other related parties;

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• exposures to unrelated parties undertaken at the request of the parent;
• any other matters where the interests of the bank and parent, or the interests of the bank and management, could potentially conflict. In some circumstances, it may be necessary to impose additional requirements in order to achieve this.

58. Locally incorporated applicants will also need to satisfy the Reserve Bank that they will be in a position to comply with a condition of registration which limits aggregate credit exposures of a non-capital nature to connected parties under a ratings-contingent limit methodology, as outlined in the Reserve Bank document “Connected Exposures Policy” (BS8). The standard condition provides that the upper limit is 75 percent of tier one capital for banks rated AA/Aa2 and above, with the limit declining progressively based on a rating scale to 15% of tier one capital for banks rated BBB+/Baa1 and below. Within the rating￾contingent limit, aggregate credit exposures of a non-capital nature to non-bank connected parties must not exceed 15 percent of tier one capital. For the purposes of this requirement, exposures to non-bank entities owned by a parent bank are treated as bank exposures. Exposures to connected persons of a capital nature are required to be deducted from tier one capital. The Reserve Bank may impose additional or bank specific conditions of registration where special circumstances apply. For example, the Bank may consider it appropriate to impose a lower than normal connected lending limit on a bank that is undercapitalised relative to the levels of risk it is facing, but which is not in a position to raise additional capital.
59. Connected exposures within these ratings-contingent limits are required to be calculated on a gross basis, except where netting is allowed. Where netting is used, credit exposures to connected persons can be calculated on a bilateral net basis, but subject to an additional limit on the aggregate gross exposures of the banking group to connected persons. Aggregate gross exposure to connected persons must not exceed 125% of the banking group’s tier one capital, i.e. the gross amount of exposures that have been netted plus the unnetted exposures. The balance of connected exposures after netting is capped at the applicable ratings-contingent limit. (d) Separation of the business or proposed business from other business
60. New Zealand’s banking supervision framework is premised on the basis that banks’ business activities are largely confined to “traditional” banking activities, ie to the activities of borrowing and lending, and to the provision of treasury and payments services, and related financial services. Were material insurance underwriting activities or non financial activities to be conducted by banking groups, the accuracy and integrity of capital adequacy measures, and the meaningfulness and comparability of disclosures would be materially degraded.
61. Where the applicant is a locally incorporated company, the applicant will need to satisfy the Reserve Bank that it will be in a position to comply with conditions of registration:

• that restrict the conduct of life and general insurance business of an underwriting nature to no more than 1% of a banking group’s total consolidated assets (this condition does not restrict the marketing or distribution of insurance products by a banking group), and

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• that prohibit the conduct of any non-financial activities that in aggregate are material relative to the total activities of the banking group.

62. These conditions of registration will normally apply to the New Zealand banking groups of overseas incorporated banks as well. (e) Internal controls and accounting systems
63. Applicants will be required to satisfy the Reserve Bank that they have, or will have, internal controls and accounting systems that are appropriate for a registered bank and for the type of business to be conducted. Where the applicant is a branch or subsidiary of a major international bank of standing and repute and is intending to adopt the systems and controls used by the parent, this may be accepted as evidence that this requirement can be met. Similarly, where a financial institution has been operating successfully for some time, this may be accepted as evidence of its ability to meet this requirement.
64. Where the applicant intends to operate in areas where it lacks experience or where there are doubts about the adequacy of internal controls and accounting systems, the applicant will need to satisfy the Bank that it has, or will have, appropriate systems and controls. This may require that the applicant obtains a report on the adequacy of systems and controls from an independent party such as an auditor. Directors will be required to attest to the adequacy of systems to monitor and control material business risks in disclosure statements. In such cases, the Bank may also take into account arrangements designed to mitigate risks arising from unproven systems and controls, including capital adequacy policies. The Reserve Bank may impose higher minimum capital requirements by way of condition of registration in order to mitigate any increased risk, where individual circumstances warrant. (f) Risk management systems and policies
65. Applicants will be required to satisfy the Reserve Bank that they have, or will have, risk management systems and policies that are appropriate for a registered bank and for the type of business to be conducted. An applicant’s situation as a branch or subsidiary of a major international bank of standing and repute and intention to adopt the systems and policies used by the parent may be accepted as evidence that the requirement can be met. Similarly, a financial institution’s successful operation for some time may be accepted as evidence of ability to meet the requirement.
66. If the applicant intends to operate in areas where it lacks experience or if there are doubts about the adequacy of its risk management systems and policies, the Reserve Bank may require the applicant to obtain a report from an independent expert on the adequacy of its risk management systems and policies, and to supply that report to the Reserve Bank. In such cases, the Bank may also take into account arrangements designed to mitigate risk arising from unproven systems and controls or other factors, including adequacy of capital in light of these risks. The Reserve Bank may impose higher capital adequacy ratio requirements by way of a condition of registration in order to mitigate any increased risk where individual circumstances warrant. 66A. In relation to liquidity risk, the applicant will need to satisfy the Reserve Bank that it will be able to comply with conditions of registration imposing minimum requirements on the

16 Ref #9178677 BS1 October 2021 applicant’s liquidity risk management framework, as set out in the Reserve Bank document “Liquidity Policy” (BS13). 67. If the application for registration is successful, the registered bank’s directors will be required regularly to attest in disclosure statements to the adequacy of the registered bank’s systems to monitor and control material business risks. (g) Outsourcing 68. Outsourcing can have a positive impact on a bank’s efficiency, risk management and profitability and may allow it to access specialist expertise not available from within its own ranks. On the other hand, it can also increase the risk and possible magnitude of damage to the financial system in the event that the bank, or a service provider to the bank, should fail or become dysfunctional. 69. Where relevant, applicants for registration will need to satisfy the Reserve Bank that they will be able to comply with the Reserve Bank’s outsourcing policy which is described in the Reserve Bank document “Outsourcing Policy” (BS11). 70. Locally incorporated applicants for registration whose liabilities, net of amounts due to related parties, exceed NZD $10 billion will need to satisfy the Reserve Bank that they have the legal and practical ability to control and execute any business, and any functions relating to any business, of the applicant that are carried on by a person other than the applicant, sufficient to achieve, under normal business conditions and in the event of stress or failure of the applicant or of a service provider to the applicant, the following outcomes. The applicant must show that it would be able to: (a) continue to meet its daily clearing, settlement, and other time-critical obligations, both before the start of the first business day and after the day of failure and thereafter; (b) monitor and manage its financial positions, including credit, liquidity, and market risk positions, both on the start of the first business day after the day of failure and thereafter; (c) make available the systems and financial data necessary for the statutory manager and the Reserve Bank to have available a range of options for managing the failed applicant, both on the start of the first business day after the day of failure and thereafter; and (d) provide basic banking services to existing customers including, but not limited to, liquidity (both access to deposits and to credit lines as defined in basic banking services) and account activity reporting, both on the start of the first business day and after the day of failure and thereafter. 71. Such applicants will also need to satisfy the Reserve Bank: (a) that the business and affairs of the applicant are managed by, or under the direction or supervision of, the board of the applicant;

17 Ref #9178677 BS1 October 2021 (b) that the employment contract of the chief executive officer of the applicant or person in an equivalent position (together “CEO”) is with the applicant, and the terms and conditions of the CEO’s employment agreement are determined by, and any decisions relating to the employment or termination of employment of the CEO are made by, the board of the applicant; and (c) that all staff employed by the applicant have their remuneration determined by (or under the delegated authority of) the board or the CEO of the applicant and are accountable (directly or indirectly) to the CEO of the applicant. (h) Such other matters as may, from time to time, be prescribed in regulations 71A Currently there is one matter prescribed in regulation. This matter is policies, systems, and procedures to detect and deter money laundering and terrorist financing. 71B. Applicants will be required to satisfy the Reserve Bank that they have, or will have, policies, systems and procedures, to detect and deter money laundering and terrorist financing that are consistent with the Reserve Bank’s “Guidelines on Anti-Money Laundering and Countering Financing of Terrorism” (BS5). (V) Suitability for their positions of the directors and senior managers 72. The Reserve Bank will have regard to the suitability of the applicant’s proposed directors and senior management for their positions. The standard considerations are: (a) Integrity. The Reserve Bank will assess the integrity of directors and senior managers by— (i) seeking the views of foreign banking regulators where the person has been resident in a foreign country and has been subject to a suitability check by the foreign regulator; and (ii) reviewing the New Zealand criminal record information of the person where they have been resident in New Zealand. (iii) reviewing the criminal record information of the person in other jurisdictions in which the person has been resident, where necessary. (b) Skills and experience. The applicant will need to satisfy the Reserve Bank that key executives have suitable expertise and experience to manage a registered bank, that the bank’s board collectively has the range of experience and skills to govern a registered bank, and that the directors and senior managers have sufficient skills and experience in the activities that the applicant proposes to undertake. Because it is impractical for each director individually to be an expert in all relevant areas, the skills and experience of directors will be assessed collectively. This evaluation of skills and experience will involve reviewing directors’ and senior managers’ curricula vitae. 73. The Reserve Bank may take into consideration other information if relevant.

18 Ref #9178677 BS1 October 2021 74. If a proposed director or senior manager has already passed a foreign banking regulator’s suitability assessment, the Reserve Bank will usually accept that assessment as evidence of suitability. 75. ‘Senior managers’ are defined as the chief executive officer and executives accountable directly to the chief executive officer for locally incorporated banks, and the New Zealand chief executive officer for overseas incorporated banks. 76. The ReserveBank does some basic checks on whether or not there is any evidence to suggest that proposed directors or senior managers are not suitable for their positions, but does not give a positive affirmation of suitability. The primary responsibility for ensuring that appointees have the requisite skills, experience, and integrity to carry out their tasks successfully lies with the shareholders (for director appointments) and with the board (for senior management appointments), not with the Reserve Bank. (VI) Standing of the applicant in financial markets 77. An applicant’s status as a branch or subsidiary of a major international bank of standing and repute with a record of sound performance will normally be accepted as evidence of an appropriate degree of standing. 78. When the applicant is not a branch or subsidiary of a reputable bank, additional emphasis will be placed on the suitability of directors and senior management for their positions (see section C(V)) in assessing the standing of the applicant in financial markets. 79. All applicants must obtain a credit rating before registration. This is to assist the Reserve Bank in assessing the applicant’s standing and to ensure that the applicant is in a position to include a rating in their initial disclosure statement. 80. Applicants must obtain their credit rating from a rating agency approved by the Reserve Bank for the purposes of section 80 of the Reserve Bank of New Zealand Act 1989. These agencies are Standard & Poor’s, Fitch Ratings and Moody’s Investors Service. Applicants may only use another rating agency with the agreement of the Reserve Bank. In such cases, the Reserve Bank must first be satisfied that the rating agency meets the criteria set out in Appendix Three. (VII) Standing of the owner of the applicant in financial markets 81. The standing of the owner of the applicant in financial markets is likely to have a significant impact on the standing of the applicant itself. 82. Where an applicant is owned by a major international bank of standing and repute, it is likely that the Reserve Bank will accept this as evidence that the applicant has an appropriate level of standing for a registered bank. 83. Where the applicant is a subsidiary or branch of an overseas bank, the Reserve Bank will seek the views of the parent supervisor before determining the application for registration.

19 Ref #9178677 BS1 October 2021 84. In all cases, the Reserve Bank will take into consideration any impediments to the raising of further capital which arise as a result of the standing of the owner and the applicant's ownership structure. (VIII) For an overseas applicant, the law and regulatory requirements of the home jurisdiction relating to:

• the recognition and priorities of claims of creditors or classes of creditors in the event of the insolvency of the applicant;
• the disclosure of financial and other information;
• applicable accounting and auditing standards;
• duties and powers of directors;
• licensing, registration authorisation and supervision.

85. Where an applicant is incorporated overseas, the Reserve Bank will have regard to any aspects of the law and regulatory requirements in that country which could impact adversely on the operation of the applicant's business in New Zealand. These will be weighed against the benefits to be derived from the applicant's presence in the local market. If necessary, the applicant will be required to incorporate locally or will be made subject to a condition of registration limiting its ability to take retail deposits, in order to provide some degree of insulation from the effects of foreign laws and regulations, or of licensing arrangements in the home jurisdiction. (See Paras 19 – 42 for more information.) (IX) For an overseas applicant, the nature and extent of financial and other information disclosed to the public
86. Applicants which do not disclose sufficient information to the public will either be required to incorporate locally or alternatively will be made subject to a condition of registration limiting their ability to take retail deposits in New Zealand. (See Paras 30 – 36 for more information.) (X) For a subsidiary of an overseas person, the law and regulatory requirements of the overseas person’s home jurisdiction relating to:

• the disclosure of financial and other information;
• applicable accounting and auditing standards;
• duties and powers of the directors; and
• licensing, registration, authorisation and supervision in the home jurisdiction.

87. In assessing an application for registration, the Reserve Bank will take into account any aspects of the law and regulatory requirements relating to bank licensing, supervision or disclosure of information in the home jurisdiction of an applicant’s parent company which could impact adversely on a subsidiary’s operations in New Zealand.

20 Ref #9178677 BS1 October 2021 (XI) For a subsidiary of an overseas person, the extent of financial and other information disclosed to the public 88. Where relevant the Reserve Bank will take into account the nature and extent of disclosure made by the parent company of an applicant and any impact this would have on the ability of a New Zealand customer of the subsidiary bank to assess the financial position of that bank. (XII) Disclosure 89. The Reserve Bank will require an applicant to publish an initial disclosure statement so that there is no lag between the time the applicant commences business as a bank and the time appropriate information is made available to customers and potential customers. The information to be provided in an initial disclosure statement will be the same as that required in a normal full year disclosure statement. The Reserve Bank specifies the balance date for the initial disclosure statement, which may be a date before the applicant is registered as a registered bank, and also specifies the accounting period to be covered by the initial disclosure statement. (XIII) Money laundering 90. [Now addressed in paragraphs 71A and 71B above.] (XIV) General 91. All bank registrations will be made subject to conditions. These conditions of registration are designed to ensure that banks comply with minimum prudential requirements on an ongoing basis. 92. See Section E for details of the conditions of registration which registered banks are required to meet. D. SUPERVISION 93. To the extent possible, the Reserve Bank's system of supervision draws on and enhances the market disciplines which are naturally present in the financial system. 94. As a consequence, the Reserve Bank's system of supervision places considerable emphasis on its quarterly Bank Financial Strength Dashboard and on banks’ own six-monthly disclosure statements, which make information on financial performance and risk positions publicly available. Another important aspect of market discipline is the requirement for a bank’s directors, and in the case of an overseas incorporated registered bank, its New Zealand chief executive officer, to attest to certain key mattersin every disclosure statement. These measures are designed to strengthen market disciplines and to ensure that

21 Ref #9178677 BS1 October 2021 responsibility for the prudent management of banks lies with those who are best placed to exercise that responsibility, the directors and management. 95. The main elements of the Reserve Bank's supervisory role are as follows: (i) The Reserve Bank administers disclosure and director attestation requirements for registered banks. (ii) All banks are required to comply with minimum prudential requirements applied through conditions of registration. These include constraints on connected exposure, minimum capital adequacy requirements, and minimum standards for liquidity risk management. (iii) The Reserve Bank monitors each registered bank's financial condition and compliance with conditions of registration, principally by analysing published disclosure statements and prudential returns that are regularly provided to the Bank. This monitoring is intended to ensure that the Reserve Bank maintains familiarity with the financial condition of each bank and the banking system as a whole, and maintains a state of preparedness to invoke crisis management powers should this be necessary. (iv) In this context, the Reserve Bank meets to discuss matters of prudential interest with the senior management of banks on a regular basis. (v) The Reserve Bank carries out basic pre-appointment suitability checks on proposed directors or senior managers, including a review of the applicant’s CV, criminal record checks and checks with other relevant regulators. However, primary responsibility for ensuring that appointees have the requisite skills and integrity to carry out their tasks successfully lies with the shareholders (for director appointments) and with the board (for senior management appointments). (va) The Reserve Bank is able to issue guidelines for banks under section 78(3) of the Act. The Act provides for guidelines to be issued for the purposes interpreting the matters the Reserve Bank may consider when having regard to whether a bank is carrying on business in a prudent manner. These matters are set out in paragraph 47 of this document. (vb) The Reserve Bank “Guidelines on Anti-Money Laundering and Countering Financing of Terrorism” (BS5) were issued under section 78(3) of the Act. The Reserve Bank expects banks to have policies, systems and procedures, to detect and deter money laundering and terrorist financing that are consistent with these guidelines. (vc) Part D of the Reserve Bank document “BPR100: Capital Adequacy” contains guidelines on a bank’s Internal Capital Adequacy Process (“ICAAP”) that were issued under section 78(3) of the Act. These guidelines apply to any New Zealand￾incorporated registered bank that is subject to a condition of registration requiring it to have an ICAAP, and provide guidance on how a bank should establish, operate and maintain its ICAAP.

22 Ref #9178677 BS1 October 2021 (vd) Section D.2 of the Reserve Bank document “Liquidity Policy” (BS13) contains guidelines issued under section 78(3) of the Act. These guidelines cover the factors that a registered bank should consider when deciding on its arrangements for liquidity-risk management, subject to their relevance given the nature of the bank’s business and risks. (ve) Part 3 of the Reserve Bank document “Corporate Governance” (BS14) contains guidelines issued under section 78(3) of the Act. These guidelines address the skills, experience and personal qualities of the individual directors of a registered bank in relation to the board’s ability collectively to exercise effective governance of the bank. (vi) The Bank may make use of the powers it has under sections 93, 94, and 95 of the Act:

• Section 93 allows the Reserve Bank to obtain information, data and forecasts from registered banks.
• Section 94 allows the Reserve Bank to require a registered bank to obtain an audit, by an auditor approved by the Reserve Bank, of any information required to be supplied under section 93.
• Section 95 empowers the Reserve Bank to require a registered bank to supply it with a one or more reports prepared by a person approved by the Bank on: (a) the corporate matters of the registered bank; (b) the financial matters of the registered bank; (c) the prudential matters of the registered bank; (d) any other matters relating to the business, operation or management of the registered bank; (e) any of the above matters in relation to any associated person of the registered bank, a body incorporated in New Zealand or an overseas company registered under section 337 of the Companies Act 1993 in which a holding company of the registered bank has a substantial interest. The Reserve Bank may require a report obtained under section 95 to be published in a specified form. (vii) The Bank will use the crisis management powers available to it under the Reserve Bank Act to intervene where a bank distress or failure situation threatens the soundness of the financial system. (viii) The Bank maintains close working relationships with parent bank supervisors on bank-specific issues, policy issues and general matters relating to the condition of the financial system in New Zealand and in the countries where parent banks are domiciled. Where New Zealand domiciled banks have branches or subsidiaries in overseas jurisdictions similar arrangements will apply in respect of host supervisors.

23 Ref #9178677 BS1 October 2021 E. CONDITIONS OF REGISTRATION 96. Section 74 of the Reserve Bank of New Zealand Act 1989 permits the Reserve Bank to impose conditions on a bank’s registration. 97. Standard conditions of registration are set out in Appendix One. These should be treated as indicative of the conditions that could apply to any particular bank at a particular time. Although the Reserve Bank uses the standard conditions as far as practicable, in some circumstances different or additional conditions may be imposed to recognise, for example, specific banking group structures or risks. 97A. Further, the standard conditions include two mechanisms to implement the Reserve Bank’s macro-prudential toolkit. Hence the actual conditions applying to an individual bank at a point in time depend on whether the Reserve Bank has deployed one of those tools. For locally incorporated banks, the Reserve Bank may implement the countercyclical buffer if it judges that there is a build-up of system-wide risk. This is currently set at 0%, but will eventually be set at a steady-state level of 1.5%, allowing the buffer to be lowered for example during post-recession recovery, as well as raised. The mechanism for the countercyclical buffer and the transition path to reach the steady-state level are provided in the Reserve Bank document BPR100: Capital Adequacy. For both locally incorporated banks and overseas incorporated banks the standard conditions include three conditions restricting high loan-to-valuation ratio (LVR) residential mortgage lending. The Reserve Bank may impose these conditions from time to time across all banks, when it judges that factors such as rapid price rises and loosening credit standards in the housing market are leading to a build-up of system-wide risk. The decisions to impose these conditions, and subsequently to vary or remove them, are taken within the framework set out in the Reserve Bank’s Memorandum of Understanding on macro-prudential policy. 98. A bank’s actual conditions of registration must be made publicly available in the bank’s disclosure statements: the full year disclosure statement must include the full set of conditions that applied at the balance date, and other disclosure statements must report any changes in the conditions between the reporting dates of the current and the previous disclosure statement. This requirement is intended to help enhance public understanding of the requirements of registration. Moreover, directors must also attest to the bank’s compliance with its conditions of registration every six months. For an overseas incorporated registered bank, this attestation must also be made by the New Zealand chief executive officer. The attestation requirements are designed to reinforce the responsibility of directors for ensuring a bank complies with its conditions of registration. 99. The Reserve Bank may consider and have regard to the whole of this Statement of Principles when imposing a condition of registration (whether on registration or subsequently). 100. The banking group will normally be defined in the conditions of registration as the financial reporting group for the registered bank, although the Reserve Bank may agree to, or require, the inclusion or exclusion of any entity or part of any entity. 101. In addition to the requirements imposed on a bank in relation to its banking group, requirements may also be imposed on the bank on a solo (i.e. stand alone) basis. For example, a solo capital requirement could be imposed to counter double gearing.

24 Ref #9178677 BS1 October 2021 (I) Locally incorporated banks 102A. Under a bank’s conditions of registration, capital requirements for credit risk may be determined under one of two possible approaches: the standardised approach or the internal models based approach. The internal models based approach only applies to the extent the Reserve Bank accredits a bank to use it. The details of these approaches are set out in the Reserve Bank’s capital adequacy framework, as specified in the document BPR100: Capital Adequacy. 102B. Locally-incorporated banks are subject to minimum capital requirements as set out in their conditions of registration. These requirements take the form of minimum capital ratios (i.e. capital as a percentage of risk-weighted assets). In addition to minimum capital requirements, a locally-incorporated bank is required to restrict the distribution of its earnings if its prudential capital buffer ratio falls below a defined level (the prudential capital buffer ratio is a capital buffer over and above the minimum capital ratio requirements). As a temporary measure in response to the COVID-19 pandemic, the normal distribution restrictions have been tightened: the revisions to the standard condition are described under paragraph 103, and the revised conditions are included in Appendix 1. 102E. A locally-incorporated registered bank must have an internal capital adequacy assessment process (“ICAAP”) that accords with the guidelines set out in Part D of the Reserve Bank document BPR100: Capital Adequacy. 103. Appendix One sets out standard conditions of registration for locally incorporated banks. A locally incorporated bank will normally be subject to these conditions, with the exception of the conditions relating to macro-prudential tools (see paragraph 97A) that will only be deployed at particular points in time. These conditions are:

• That the banking group does not conduct any non-financial activities that in aggregate are material relative to its total activities.
• That the banking group’s insurance business is not greater than 1% of its total consolidated assets.
• That the capital of the banking group is not less than NZD $30 million.
• That the banking group has a Total capital ratio of at least 8%, a Tier 1 capital ratio of at least 6%, and a Common Equity Tier 1 capital ratio of at least 4.5%, measured in accordance with the Reserve Bank’s capital adequacy framework set out in BPR100: Capital Adequacy.
• That the bank has an internal capital adequacy assessment process (“ICAAP”) that accords with the guidelines set out in Part D of BPR100: Capital Adequacy, which identifies and measures the “other material risks” not captured in the calculation of the bank’s total capital ratio and tier 1 capital ratio for the banking group.
• That, if the prudential capital buffer ratio of the banking group is at or below the level set in the registered bank’s condition of registration, the bank must limit distributions of earnings payable to holders of CET1 capital (in the manner specified).

25 Ref #9178677 BS1 October 2021 As a temporary measure to help counter the economic impacts of the COVID-19 pandemic by maintaining capital within the New Zealand banking system, an additional condition has been added after the above buffer ratio condition (as shown in Appendix 1). The new condition limits distributions to holders of Common Equity Tier 1 capital to no more than 50% of the bank’s earnings, at any level of the buffer ratio.

• That the bank must not include the amount of an AT1 or Tier 2 capital instrument issued after 1 July 2021 in the calculation of its capital ratios unless it has completed the notification requirements in Part B of BPR120: Capital Adequacy Process Requirements in respect of the instrument.
• That the bank meets the requirements of Part C of BPR120: Capital Adequacy Process Requirements in respect of regulatory capital instruments.
• That the aggregate credit exposures (of a non-capital nature and net of any allowances for impairment) of the banking group to all connected persons do not exceed the rating￾contingent limit determined in accordance with the Reserve Bank of New Zealand document entitled “Connected Exposures Policy” (BS8). The purpose of this condition of registration is to ensure that the owner of a bank does not effectively decapitalise the bank, thereby undermining the incentives which would normally apply where an owner has committed capital to a subsidiary. It also places an upper bound on the extent to which a bank can be directed to lend to a parent or the interests of a parent.
• That exposures to connected persons must not be on more favourable terms (e.g. as relates to such matters as credit assessment, tenor, interest rates, amortisation schedules and requirement for collateral) than corresponding exposures to non￾connected persons.
• That the bank’s board has at least five directors, of whom a majority are non-executive, and at least half are independent (as defined in BS14). Any person who may act as an alternate director in place of an independent director must also be independent, and any person who may act as an alternate director in place of a non-executive director must also be non-executive.
• That at least half of the bank’s independent directors must be ordinarily resident in New Zealand.
• That the chairperson of the board of the bank is independent.
• That the bank’s constitution does not include any provision permitting a director, when exercising powers or performing duties as a director, to act other than in what he or she believes is the best interests of the company (i.e. the bank).
• That no appointment of any director, chief executive officer, or executive who reports or is accountable directly to the chief executive officer, shall be made unless:

26 Ref #9178677 BS1 October 2021 (i) the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and (ii) the Reserve Bank has advised that it has no objection to that appointment. The Reserve Bank will make a decision on whether or not to object to a particular appointment if basic suitability checks (a review of the applicant’s curriculum vitae, criminal record checks and checks with other relevant regulators) produce any evidence that the applicant is clearly unsuitable for the position. Primary responsibility for ensuring that appointees have the requisite skills, experience and integrity to carry out their jobs lies with the shareholders (for director appointments) and with the board (for senior management appointments) not the Reserve Bank. See BS10 for further details.

• That a person must not be appointed as chairperson of the board of the registered bank unless: (i) the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and (ii) the Reserve Bank has advised that it has no objection to that appointment. If a person proposed to be appointed as chairperson will not meet the standard criteria for independence set out in BS14 because he or she is currently, or is proposed to be, a member of the board of a holding company of the bank, the Reserve Bank will decide whether the person can nevertheless be treated as independent on the basis of his or her experience and current situation.
• That the bank has an audit committee or other committee whose mandate includes audit matters. The committee must have at least three members, all of whom are non￾executive directors of the bank, and the majority of whom are independent. The chair of the committee must be an independent director of the bank and must not be the chair of the bank.
• That a substantial proportion of the bank’s business is conducted in and from New Zealand.
• That the banking group maintains one week and one month liquidity mismatch ratios of at least zero percent, and a one year core funding ratio of at least 75%, at the end of each business day. The calculations and definitions for these ratios are set out in “Liquidity Policy” (BS13) and “Liquidity Policy Annex: Liquid Assets” (BS13A). As a temporary measure to minimise potential constraints on lending by New Zealand banks and hence help counter the economic impacts of the COVID-19 pandemic, the minimum core funding ratio has been temporarily reduced from 75% to 50% (as shown in Appendix 1).
• That the bank has an internal framework for liquidity risk management that is adequate in the registered bank’s view for managing the bank’s liquidity risk at a prudent level, and satisfies in particular the four high-level principles set out in Section D.1 of BS13. In determining its internal arrangements for managing liquidity risk, the bank should consider the guidelines on liquidity risk management given in Section D.2 of BS13, as appropriate to the nature of its business and risks.

27 Ref #9178677 BS1 October 2021

• That the value of the banking group’s assets encumbered for the benefit of covered bond holders is no more than 10% of the total.
• That no member of the banking group may give effect to a qualifying acquisition or business combination that is above the “notification threshold” unless the registered bank has given the Reserve Bank notice in writing of the intended acquisition or business combination, accompanied by specified information, and—
• in the case where the proposed transaction is below the “non-objection threshold”, at least 10 days have passed; or
• in the case where the proposed transaction is above the “non-objection threshold”, the Reserve Bank has given the registered bank a notice of non-objection. The definitions of “qualifying acquisition or business combination”, “notification threshold” and “non-objection threshold”, and the information requirements, are set out in “Significant Acquisitions Policy” (BS15). The following three conditions will only apply when the Reserve Bank has decided to use the LVR tool in accordance with the macro-prudential framework. When that happens, they will normally be applied to all locally-incorporated banks, with exclusions only in very exceptional cases, such as a bank being prohibited from undertaking residential mortgage lending. Note that the figures set out below are purely illustrative, and should not be taken as an indication of what the Reserve Bank would impose in any particular circumstance:
• That, for a loan-to-valuation measurement period, the total of the registered bank’s qualifying new mortgage lending amount in respect of property-investment residential mortgage loans with a loan-to-valuation ratio of more than [60%], must not exceed [5%] of the total of the qualifying new mortgage lending amount in respect of property-investment residential mortgage loans arising in the loan-to￾valuation measurement period.
• That, for a loan-to-valuation measurement period, the total of the registered bank’s qualifying new mortgage lending amount in respect of non property-investment residential mortgage loans with a loan-to-valuation ratio of more than [80%], must not exceed [10%] of the total of the qualifying new mortgage lending amount in respect of non property-investment residential mortgage loans arising in the loan-to￾valuation measurement period.
• That the registered bank must not make a residential mortgage loan unless the terms and conditions of the loan or of the associated mortgage require that the borrower obtain the bank’s agreement before granting to another person a charge over the residential property used as security for the loan. Defined terms for these three conditions are set out in “Framework for Restrictions on High-LVR Residential Mortgage Lending” (BS19). The “loan-to-valuation measurement period” is normally three months for banks with higher mortgage lending amounts and six months for banks with lower mortgage lending amounts, on a rolling monthly basis. “Qualifying new mortgage lending amounts” are the values of new

28 Ref #9178677 BS1 October 2021 mortgage loans or increases in mortgage loans for which firm commitments fall within the period, plus other increases in existing mortgage loans over the period. BS19 specifies certain classes of new mortgage commitment that may be exempted from the measurement. The number and nature of the restrictions in the first two conditions will vary according to their desired impact at the time that they are imposed. (IA) Locally incorporated banks whose liabilities, net of amounts due to related parties, exceed $10 billion 104. In addition to the conditions of registration that normally apply to all locally incorporated banks, locally incorporated banks whose liabilities, net of amounts due to related parties, exceed NZD $10 billion will normally be subject to conditions of registration (see Appendix One for the standard conditions of registration):

• that the bank must comply with the Reserve Bank of New Zealand document “Outsourcing Policy for Registered Banks” (BS11) dated [month year].
• that the business and affairs of the bank are managed by, or under the direction or supervision of, the board of the bank;
• that the employment contract of the chief executive officer of the bank or person in an equivalent position (together “CEO”) is with the bank, and the terms and conditions of the CEO’s employment agreement are determined by, and any decisions relating to the employment or termination of employment of the CEO are made by, the board of the bank; and
• that all staff employed by the bank have their remuneration determined by (or under the delegated authority of) the board or the CEO of the bank and are accountable (directly or indirectly) to the CEO of the bank. (IB) Locally incorporated banks whose retail deposits exceed $1 billion

105. In addition to the conditions of registration that normally apply to all locally incorporated banks, locally incorporated banks whose retail deposits exceed NZD $1 billion will normally be subject to conditions of registration:

• that the registered bank is pre-positioned for Open Bank Resolution and in accordance with a direction from the Reserve Bank, the registered bank can: (a) close promptly at any time of the day and on any day of the week and that effective upon the appointment of the statutory manager – (i) all liabilities are frozen in full; and (ii) no further access by customers and counterparties to their accounts (deposits, liabilities or other obligations) is possible; (b) apply a de minimis to relevant customer liability accounts;

29 Ref #9178677 BS1 October 2021 (c) apply a partial freeze to the customer liability account balances; (d) reopen by no later than 9am the next business day following the appointment of a statutory manager and provide customers access to their unfrozen funds; (e) maintain a full freeze on liabilities not pre-positioned for Open Bank Resolution; and (f) reinstate customers’ access to some or all of their residual frozen funds.

• that the registered bank has an Implementation Plan that— (a) is up-to-date; and (b) demonstrates that the registered bank’s prepositioning for Open Bank Resolution meets the requirements set out in the Reserve Bank document: “Open Bank Resolution Pre-positioning Requirements Policy” (BS 17).
• that the registered bank has a compendium of liabilities that— (a) at the product-class level lists all liabilities, indicating which are— (i) pre-positioned for Open Bank Resolution; and (ii) not pre-positioned for Open Bank Resolution; (b) is agreed to by the Reserve Bank; and (c) if the Reserve Bank’s agreement is conditional, meets the Reserve Bank’s conditions.
• that on an annual basis the registered bank tests all the component parts of its Open Bank Resolution solution that demonstrates the registered bank’s prepositioning for Open Bank Resolution as specified in their Implementation Plan. (II) Banks incorporated overseas

106. Standard conditions of registration for banks incorporated overseas are set out in Appendix One. In this context “registered bank” refers to the overseas incorporated bank as a legal entity (that is, the whole bank). References to the business, or to particular aspects of the business, “of the registered bank in New Zealand” normally refer to activities of the New Zealand branch that are required to be reported in financial statements by New Zealand financial reporting standards: this is specified in standard definitions in the conditions of registration, which may be varied in particular circumstances. “Banking group”, which is also defined in the conditions of registration, normally refers to the New Zealand business of the bank and its subsidiaries, as described in section 461B(2) of the Financial Markets Conduct Act 2013 (or in section 9(2) of the Financial Reporting Act 1993 if the bank is still subject to that Act). The conditions are:

30 Ref #9178677 BS1 October 2021

• That the banking group does not conduct any non-financial activities that in aggregate are material relative to its total activities.
• That the banking group’s insurance business is not greater than 1% of its total consolidated assets.
• That the business of the registered bank in New Zealand does not constitute a predominant proportion of the total business of the registered bank.
• That no appointment to the position of the New Zealand chief executive officer of the registered bank shall be made unless: (i) the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and (ii) the Reserve Bank has advised that it has no objection to that appointment.
• That the registered bank complies with the minimum capital adequacy requirements applied by the home country supervisor. Normally this will require that the bank complies with at least the Basel minima (ie a Common Equity Tier 1 capital ratio of not less than 4.5% of risk weighted assets, a Tier 1 capital ratio of not less than 6% of risk weighted assets, and a Total capital ratio of not less than 8% of risk weighted assets).
• That the registered bank complies with the requirements imposed by the home supervisor.
• That liabilities of the registered bank in New Zealand, net of amounts due to related parties (including amounts due to a subsidiary or affiliate of the registered bank), do not exceed NZ$15 billion.
• That the registered bank has an internal framework for liquidity risk management that is adequate in the registered bank’s view for managing the bank’s liquidity risk at a prudent level, and satisfies in particular the four high-level principles set out in Section D.1 of BS13. In determining its internal arrangements for managing liquidity risk, the bank should consider the guidelines on liquidity risk management given in Section D.2 of BS13, as appropriate to the nature of its business and risks. A branch will also normally be subject to a condition of registration requiring it to meet specified minimum quantitative requirements for liquidity risk. However, the Reserve Bank will adapt the standard locally-incorporated bank requirements to branches on a case-by-case basis, taking into account a number of factors which are set out in Section B.1 of BS13. The following three conditions will only apply when the Reserve Bank has decided to use the LVR tool in accordance with the macro-prudential framework. When that happens, they will normally be applied to all overseas-incorporated banks, with exclusions only in very exceptional cases, such as a bank being prohibited from undertaking residential mortgage

31 Ref #9178677 BS1 October 2021 lending. Note that the figures set out below are purely illustrative, and should not be taken as an indication of what the Reserve Bank would impose in any particular circumstance:

• That, for a loan-to-valuation measurement period, the total of the business of the registered bank in New Zealand’s qualifying new mortgage lending amount in respect of property-investment residential mortgage loans with a loan-to-valuation ratio of more than [60%], must not exceed [5%] of the total of the qualifying new mortgage lending amount in respect of property-investment residential mortgage loans arising in the loan-to-valuation measurement period; and
• That, for a loan-to-valuation measurement period, the total of the business of the registered bank in New Zealand’s qualifying new mortgage lending amount in respect of non property-investment residential mortgage loans with a loan-to￾valuation ratio of more than [80%], must not exceed [10%] of the total of the qualifying new mortgage lending amount in respect of non property-investment residential mortgage loans arising in the loan-to-valuation measurement period.
• That the business of the registered bank in New Zealand must not make a residential mortgage loan unless the terms and conditions of the loan or of the associated mortgage require that the borrower obtain the bank’s agreement before granting to another person a charge over the residential property used as security for the loan. Defined terms for these three conditions are set out in “Framework for Restrictions on High-LVR Residential Mortgage Lending” (BS19). The “loan-to-valuation measurement period” is normally three months for banks with higher mortgage lending amounts and six months for banks with lower mortgage lending amounts, on a rolling monthly basis. “Qualifying new mortgage lending amounts” are the values of new mortgage loans or increases in mortgage loans for which firm commitments fall within the period, plus other increases in existing mortgage loans over the period. BS19 specifies certain classes of new mortgage commitment that may be exempted from the measurement. The number and nature of the restrictions in the first two conditions will vary according to their desired impact at the time that they are imposed. The following condition will apply only to banks which are incorporated in jurisdictions which have legislation which gives deposits made, or credit conferred, in that jurisdiction a preferential claim in a winding up or which do not provide adequate disclosure in the home jurisdiction:
• That retail deposits of the registered bank in New Zealand do not exceed $200 million. For the purposes of this condition retail deposits are defined as deposits by natural persons, excluding deposits with an outstanding balance which exceeds $250,000. F. VARIATION AND REMOVAL OF CONDITIONS OF REGISTRATION

107. Section 74 of the Act gives the Reserve Bank power to vary, add to, or remove conditions of registration. In general, the Reserve Bank will vary, add to, substitute or remove conditions of registration when there is a change in supervision policy that must be effected by way of a change in conditions of registration or by removal of an existing condition. The Reserve Bank may also vary, add to, substitute or remove conditions of registration where

32 Ref #9178677 BS1 October 2021 the circumstances of a bank have changed or when the Reserve Bank otherwise considers it necessary in relation to its section 68 objectives (refer para 4). For example, a variation may be required in order to mitigate risk with respect to a registered bank’s internal controls or risk management systems. 107A. Consistent with the Reserve Bank’s objectives under section 68, the Reserve Bank may also withdraw one of the policy tools of the macro-prudential framework, or adjust its settings, by varying or removing conditions of registration that have previously been imposed or varied to deploy that tool. The intention is to use these tools only for temporary periods, depending on the level of system-wide risk in the financial system. The Reserve Bank may for instance remove restrictions previously imposed on high-LVR residential mortgage lending, or vary the capital buffer ratio condition to remove or change the level of any countercyclical capital buffer introduced earlier. 108. In accordance with the Act, banks will be given at least seven days’ notice of a proposed change, which notice will include a statement of the Reserve Bank’s reasons. They will have a reasonable opportunity to make submissions before any change is made to conditions of registration. The Reserve Bank will have regard to any submissions made by affected registered banks before it puts any such changes into effect. 109. The Reserve Bank may consider and have regard to the whole of this Statement of Principles when varying, adding to, substituting or removing conditions of registration. 109A. Transitional arrangements may be provided in a bank’s conditions of registration where, for example, a change in policy has a substantial effect on the bank. An example of this is the move from the Basel I to the Basel II capital framework. G. BREACHES OF CONDITIONS OF REGISTRATION 110. Where a bank is operating in breach of its conditions of registration, the Reserve Bank will, unless it can be satisfied that the breach can be promptly rectified, invoke its crisis management powers. This may involve giving directions to the bank or recommending that the bank be placed in statutory management. A complete list of crisis management powers is contained in section O. However, where the breach relates to the minimum capital adequacy requirements, the following process will apply. H. CAPITAL BUFFER RESPONSE FRAMEWORK 111. Where a bank’s prudential capital buffer ratio falls a specified amount below the buffer trigger ratio set in its conditions of registration, the framework set out in Subpart D1 of BPR120: Capital Adequacy Process Requirements will apply. This is referred to as the capital buffer response framework. 112. [This paragraph has been deleted.]

33 Ref #9178677 BS1 October 2021 I. DISCLOSURE REQUIREMENTS 113. Registered banks are required to publish six-monthly disclosure statements including key accounting and prudential information. These disclosure requirements have been developed by the Reserve Bank in consultation with banks and auditors. The information which banks must disclose is set out in Orders in Council issued in terms of section 81 of the Act. Since May 2018, the Reserve Bank has supplemented these disclosure requirements with the quarterly Bank Financial Strength Dashboard, which it publishes itself using data drawn from individual banks’ prudential returns submitted to the Reserve Bank. The Reserve Bank considers that quarterly disclosure reinforces disciplines on the management and directors of the banks to maintain prudent banking practices. 114. The main elements of the disclosure statement requirements are as follows:

• Disclosure statements for the year end must be subject to a full external audit, while statements for the half year must be subject to either a full audit or a limited scope review.
• Banks must make their disclosure statements readily accessible on their New Zealand website. If a bank receives a request for copies of any of its disclosure statements, it must offer to provide them in printed form or by other suitable means (depending on how the request is made), and if the offer is accepted it must despatch them within two working days.
• The information that banks are required to disclose relates to the banking group. For banks incorporated overseas, “banking group” refers to the bank’s New Zealand financial reporting group.
• Banks incorporated overseas are additionally required to make available on their New Zealand website the financial statements of the bank (as a whole) and of its overseas banking group (where these are publicly available in the bank's country of domicile).
• Banks are required to disclose in each six-monthly disclosure statement a credit rating applicable to their long term senior unsecured New Zealand dollar debt payable in New Zealand. J. CREDIT RATING REQUIREMENT

115. It is important that depositors have access to information about banks in a form that they can readily comprehend. A credit rating provides a simple summary measure of relative risk, easily understood by relatively unsophisticated retail depositors. The availability of a rating allows such depositors, as well as other creditors, to assess the relative riskiness of individual banks and to make informed investment decisions.
116. A rating requirement is also likely to further enhance incentives for banks to operate their businesses prudently in order to avoid a rating downgrade. This benefits both the bank and its customers.

34 Ref #9178677 BS1 October 2021 117. For these reasons, all registered banks are required to obtain and subsequently maintain a current credit rating applicable to their long-term senior unsecured New Zealand dollar obligations payable in New Zealand and to publish that rating in six-monthly disclosure statements. The Reserve Bank issues notices to banks pursuant to Section 80 of the Reserve Bank of New Zealand Act 1989 in order to bring this policy into effect. Section 80 of the Act states that: (1) The Bank may, by notice in writing to any registered bank or to all registered banks or to all members of any class of registered banks, require each of those banks to: (a) obtain a rating of its creditworthiness or financial condition by a person or organisation nominated or approved by the Bank; and (b) maintain a current rating of the type referred to in paragraph (a). (2) The Bank may require a registered bank to publish the registered bank’s current rating, and all the qualifications to that rating, in the manner and with the frequency that the Bank directs. 118. A copy of the Section 80 notice issued to registered banks is attached as Appendix Two. 119. Banks which are guaranteed by a parent or some other party are subject to the rating requirement, whether or not the guarantor is rated. This is because an issue rating of the type required ordinarily takes into account the strength and enforceability of the guarantee and the strength of the incentives that exist for the guarantor to make payment under the guarantee in a timely manner. It may be difficult for individuals to make such an assessment themselves. 120. New applicants for registration must obtain a credit rating before registration. Where the applicant is a new company this may be an indicative rating, provided the indicative rating is accompanied by an undertaking from the rating agency that it will assign the indicative rating to the applicant in the event that registration is successful. The rating must be published in the bank’s initial disclosure statement. 121. Applicants must obtain their rating from a credit rating agency approved by the Reserve Bank for the purposes of section 80 of the Reserve Bank of New Zealand Act 1989. These agencies are Standard & Poor’s, Fitch Ratings and Moody’s Investors Service. Applicants may only use another rating agency with the agreement of the Reserve Bank. In such cases, the Reserve Bank must first be satisfied that the rating agency meets the criteria set out in Appendix Three. K. RESPONSIBILITIES FOR NEW ZEALAND CHIEF EXECUTIVE OFFICERS OF OVERSEAS INCORPORATED BANKS 122. As required by section 82 of the Act, all overseas incorporated banks must notify the Reserve Bank of the name and address of their New Zealand chief executive officer and update this information as necessary. The Act defines a New Zealand chief executive officer as the most senior officer of the bank who is ordinarily resident in New Zealand, or, subject to the written agreement of the Reserve Bank, another person nominated by

35 Ref #9178677 BS1 October 2021 the bank. If a registered bank fails to nominate a New Zealand chief executive officer, the Bank may, after giving 14 days’ notice of its intention to do so, specify a particular employee to be the New Zealand chief executive officer. This requirement does not apply to New Zealand incorporated banks because the Chief Executive officer is normally a member of the board of directors and subject to the director responsibilities outlined in section L. 123. New Zealand chief executive officers of overseas incorporated banks or their agent authorised in writing, are required to sign every disclosure statement issued by the registered bank and to make certain statements (attestations). These attestations are also required of directors as set out in paragraphs 125-129. 124. A New Zealand chief executive officer may appoint an agent to make the attestations and sign the disclosure statements but responsibility for the veracity of the disclosure statements and the attestations remains with the New Zealand chief executive officer (and the directors). 125. Where the New Zealand chief executive officer believes the information contained within a disclosure statement is false or misleading, they should decline to sign the statement. In such a case the New Zealand chief executive officer would need to give notice to the Reserve Bank and to the public that the disclosure statement had been issued without their consent. In the absence of such notice, the New Zealand chief executive officer remains liable for the content of the disclosure statement, regardless of whether or not they signed the statements. A New Zealand chief executive who signs, or has an agent sign, a disclosure statement which includes false or misleading information may be subject to civil or criminal liability. L. DIRECTOR RESPONSIBILITIES 126. Directors are required to sign bank disclosure statements which must include certain statements by the directors (attestations). This policy is intended to emphasise the fact that directors have ultimate responsibility for the ongoing viability of their bank and to strengthen incentives for them to take an active interest in key matters affecting the soundness of their bank. 127. Directors of a locally incorporated bank are required to attest whether or not, after due enquiry, they believe that over the accounting period:

• The registered bank has had systems in place to monitor and control adequately the banking group’s material risks, including credit risk, concentration of credit risk, interest rate risk, currency risk, equity risk, liquidity risk and other business risks and that those systems are being properly applied.
• Exposures to connected persons (if any) have not been contrary to the interests of the banking group.
• The bank has been complying with its conditions of registration.

36 Ref #9178677 BS1 October 2021 127A. Directors and the New Zealand chief executive officer of an overseas incorporated bank that is not “dual registered” (see paragraph 39 above) are required to attest whether or not, after due enquiry, they believe that over the accounting period:

• The branch has had systems in place to monitor and control adequately its New Zealand banking group's material risks, including credit risk, concentration of credit risk, interest rate risk, currency risk, equity risk, liquidity risk and other business risks and that those systems are being properly applied.
• The bank has been complying with its conditions of registration. 127B. Directors and the New Zealand chief executive officer of an overseas incorporated bank that is “dual registered” are required to attest whether or not, after due enquiry, they believe that over the accounting period:
• The branch, and, if applicable, any other members of its New Zealand banking group, have had systems in place to monitor and control adequately the material risks of “relevant members” of the group, including credit risk, concentration of credit risk, interest rate risk, currency risk, equity risk, liquidity risk and other business risks and that those systems are being properly applied. “Relevant members” means those members of the branch’s New Zealand banking group that do not also belong to the banking group of the associated, dual registered, locally incorporated registered bank. Additionally, in the full year disclosure statement, this attestation must include, for each material risk of each relevant member of the branch’s New Zealand banking group, a statement of which member(s) of the group monitored and controlled that risk.
• The bank has been complying with its conditions of registration.

128. In all cases directors and, for overseas incorporated banks, the New Zealand chief executive officer must also attest whether or not, after due enquiry they believe as at the date on which they sign the disclosure statement:

• The disclosure statement is not false and misleading.
• The disclosure statement contains all the required information.

129. Directors may appoint an agent to sign these attestations on their behalf, but responsibility for the veracity of the attestations remains with the directors themselves.
130. A director who signs, or who has an agent sign, a disclosure statement which is published and includes false or misleading information may be subject to civil or criminal liability. A director of a registered bank may also have civil liability arising from the content of a disclosure statement that the bank publishes, even if he or she has not signed it. Further information on the relevant offences and civil liability in the Act, and the defences provided in the Act, is set out in the Reserve Bank document “Registered Bank Disclosure Regime: Explanatory information on Orders in Council” (BS7A). 130A. It is the responsibility of directors to satisfy themselves that the detailed corporate governance arrangements of the bank are appropriate to the particular nature of the bank’s business and risks. Board members should be and remain qualified for their positions.

37 Ref #9178677 BS1 October 2021 M. CHANGES OF OWNERSHIP 131. As specified in section 77A of the Act a person must obtain the written consent of the Reserve Bank before giving effect to a transaction that would result in that person having a “significant influence” over the registered bank or increasing the person’s level of significant influence beyond the level previously approved by the Reserve Bank. A significant influence is defined in the Act as:

• the ability to directly or indirectly appoint 25% or more of the board of directors (or other persons exercising powers of management, however described) of the registered bank; or
• a direct or indirect qualifying interest in 10% or more of the voting securities issued or allotted by the registered bank.

132. A qualifying interest, in relation to a specified security, means:

• the legal or beneficial ownership of the specified security;
• the power to exercise, or control the exercise of, any voting right attached to the specified security;
• the power to acquire or dispose of the specified security;
• the power to control the acquisition or disposition of the specified security by another person; or
• the powers referred to above under, or by virtue of, any trust, agreement, arrangement or understanding relating to the specified security.

133. The Reserve Bank will generally assess applications for consent to acquire or increase significant influence over a registered bank having regard to the matters specified in section 73 of the Reserve Bank of New Zealand Act 1989 for the purposes of determining registration applications. Those matters are explained in section C of this document. The information that an applicant will need to provide is indicated in the Reserve Bank document entitled ‘Application for Consent to Acquire or Increase Significant Influence Over a Registered Bank: Material to be provided to the Reserve Bank’ (BS9).
134. The Reserve Bank may require additional information in order to determine a particular application and will advise the applicant accordingly.
135. In giving consent to acquire or increase significant influence over a registered bank, the Reserve Bank, under section 77A of the Act, may:

• specify the level of significant influence that a person may have or acquire over any registered bank without the need for a further consent; and
• impose any terms and conditions that it thinks fit.

38 Ref #9178677 BS1 October 2021 N. ESTABLISHMENT OF OVERSEAS BRANCHES, REPRESENTATIVE OFFICES OR SUBSIDIARIES 136. Locally incorporated banks wishing to establish a subsidiary, branch or representative office in another country should seek the approval of the Reserve Bank before making application to the host supervisor or licensing authority. O. CRISIS MANAGEMENT 137. The Act sets out various powers which the Reserve Bank can use in the event that a bank distress or failure situation threatens the soundness of the financial system. 138. The crisis management powers the Bank has available are as follows: (I) Section 77 of the Act - Power to recommend deregistration 139. Where the Reserve Bank considers that any of the following applies:

• a registered bank was registered on the basis of false or misleading information;
• there has been a change in any of the matters to which the Bank must have regard when it considers an application for registration which has had a materially adverse effect on the registered bank’s standing or financial position;
• there has been a transfer of direct or indirect control of the registered bank which is materially adverse to the registered bank’s standing or financial position;
• for a registered bank incorporated overseas, there has been a change in any of the matters relating to the law and regulatory requirements or disclosure practices in the home jurisdiction which is materially adverse;
• for a registered bank which is a subsidiary of an overseas person, there has been a change in any of the matters relating to the law and regulatory requirements or disclosure practices in the overseas person’s home jurisdiction which is materially adverse;
• a registered bank is in receivership or liquidation, or some other equivalent;
• a registered bank has not complied with a condition of registration;
• a registered bank has not carried on business in a prudent manner;
• a registered bank has failed to comply with an obligation imposed under the Reserve Bank Act or regulations made under the Act. The Reserve Bank may recommend to the Minister of Finance that the registration of the bank be cancelled. The Reserve Bank is required to give a registered bank at least seven

39 Ref #9178677 BS1 October 2021 days’ notice of its intention to make such a recommendation and to provide a statement of its reasons. It must give the registered bank a reasonable opportunity to make submissions, and must have regard to those submissions. (II) Section 99 of the Act - Power to obtain information and documents 140. Where the Reserve Bank believes that information provided to it, or which has been published in a disclosure statement, is false or misleading or where a registered bank has failed to provide or publish required information, the Reserve Bank may, if it considers it necessary, appoint a person to enter and search the bank's premises in order to obtain the information required. (III) Section 101 of the Act - Power to investigate the affairs of a registered bank 141. Where the Reserve Bank is satisfied that it is necessary or desirable to do so in order to determine whether or not it should exercise its power to recommend statutory management or its power to give directions, it may appoint someone to investigate the affairs of a registered bank. (IV) Section 113 of the Act - Power to give directions 142. If the Reserve Bank has reasonable grounds to believe that any of the following applies to a registered bank or an associated person of a registered bank:

• it is insolvent, or is likely to become insolvent;
• it is about to suspend payment or is unable to meet its obligations;
• its affairs are being conducted in a manner prejudicial to the soundness of the financial system;
• its circumstances are prejudicial to the soundness of the financial system; or that any of the following applies to a registered bank:
• its business has not been, or is not being, conducted in a prudent manner;
• it has failed to comply with a condition of registration; or that any of the following persons has failed to comply with any requirement imposed by the Act or regulations made under the Act or has been convicted of an offence against the Act:
• the registered bank

40 Ref #9178677 BS1 October 2021

• a director of a registered bank
• the New Zealand chief executive officer of an overseas incorporated registered bank the Reserve Bank may, with the prior consent of the Minister, give written directions to the bank or an associated person of the registered bank. Scope of directions A direction issued under section 113 may require a registered bank or associated person to:
• consult with the Bank about their circumstances and the methods of resolving any difficulties facing them;
• carry on any business or any part of its business in accordance with the direction;
• cease to carry on its business or any part of its business;
• ensure that any officer or employee ceases to take part in the management or conduct of its business, except to the extent permitted by the Bank;
• remove or replace its auditor or appoint an auditor;
• remove or replace a director of an associated person of a registered bank;
• take any action specified to address a breach of any condition of registration;
• take any action specified to address any financial difficulties;
• take any other action specified. (V) Section 113B of the Act - Power to remove, replace or appoint directors

143. Where any of the circumstances outlined in section 113 apply the Reserve Bank may, subject to the consent of the Minister, remove, replace or appoint a director of a registered bank or of an associated person. (VI) Section 117 of the Act - Power to recommend statutory management
144. Where the Reserve Bank is satisfied on reasonable grounds that any of the following applies:

• a registered bank or an associated person of the registered bank is insolvent, or likely to become insolvent;
• a registered bank or an associated person of the registered bank has suspended payment or is about to do so or is unable to meet its obligations;

41 Ref #9178677 BS1 October 2021

• the registered bank or an associated person has failed to comply with a direction;
• the affairs of the registered bank or an associated person are being conducted in a manner prejudicial to the soundness of the financial system;
• the circumstances of the registered bank or an associated person are such as to be prejudicial to the soundness of the financial system;
• the business of the registered bank has not been or is not being conducted in a prudent manner; the Reserve Bank has the power to recommend to the Minister that the registered bank and any associated person be placed under statutory management.

145. A statutory manager has wide powers, including the power to suspend payment of money owing and the power to convert a branch of an overseas bank into a locally incorporated entity. In addition, where a registered bank is declared subject to statutory management, this creates a moratorium on legal proceedings. When exercising their powers under the Act, statutory managers are required to have primary regard to the need to maintain public confidence in the operation and soundness of the financial system, and the need to avoid significant damage to the financial system. They are also required to have regard to the need to resolve the difficulties of the registered bank as quickly as possible and to preserving the position and maintaining the ranking of creditors’ claims, to the extent that this is not inconsistent with the primary objectives specified in the Act. They are also required to carry out any directions given by the Reserve Bank. (VII) Loss absorbency 145A. The Reserve Bank’s capital adequacy framework that applied until 30 September 2021 imposed conversion and write-off requirements as part of the eligibility conditions for Additional Tier 1 (AT1) and Tier 2 capital instruments. These included that under its contractual terms, on the occurrence of a non-viability trigger event, the instrument must immediately be written off or converted into ordinary shares. Subpart D2 of BPR120: Capital Adequacy Process Requirements sets out the definitions and arrangements relating to non-viability trigger events. This material remains applicable to any AT1 or Tier 2 capital instrument that was issued under the previous framework and still forms part of a bank’s eligible total capital. (VIII) Open Bank Resolution (OBR) pre-positioning requirements
146. Where relevant, applicants for registration will be required to pre-position for Open Bank Resolution (OBR) as part of their planning and preparation for potential financial distress. This means having operational and system capability (i.e., the OBR functionality) to execute pre-positioned processes that would enable customers to have access to the unfrozen or available portion of their funds at 9am the next business day after the appointment of a statutory manager. The OBR functionality is a mechanism for providing bank customers continued access to liquidity and banking service in a bank failure event.

42 Ref #9178677 BS1 October 2021 147. The primary objective of the OBR policy is to ensure the continuation of the core banking functions of the distressed bank. The pre-positioning of customer accounts means that they would have access to the available, or good, portion of their funds the next business day after the registered bank fails. 148. Applicants for registration will need to satisfy the Reserve Bank that they will be able to comply with the Reserve Bank’s OBR pre-positioning requirements policy as explained in the Reserve Bank document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS 17). 149. An applicant will be required to have OBR functionality integrating the pre-positioning requirements into its systems and processes. The Implementation Plan is the registered bank’s documentation of its OBR design solution to comply with the OBR pre￾positioning requirements and deliver the outcomes described in the policy. The testing regime should be able to demonstrate that the OBR functionality will work in a failure event. 150. An applicant with retail deposits over NZ$ 1 billion must comply with the conditions of registration set out in Appendix One. P. FOREIGN SUPERVISOR ACCESS TO INFORMATION HELD BY REGISTERED BANKS 151. Under section 98A of the Act, a foreign supervisor wishing to carry out an on-site inspection of, or obtain information from, a registered bank or a member of a registered bank’s banking group for the purposes of the foreign supervisor’s supervisory functions may request authorisation to do so from the Reserve Bank of New Zealand. The Reserve Bank will grant authorisation only if it is satisfied that sufficient provision exists in the foreign supervisor’s jurisdiction to protect the confidentiality of the information, data and forecasts obtained or required by the foreign supervisor. 152. If the Reserve Bank authorises a foreign supervisor to carry out an on-site inspection of, or to obtain information from, a registered bank or a member of a registered bank’s banking group, then the registered bank is required under section 98B of the Act to supply the foreign supervisor with any information, data, or forecasts, including information relating to individual customers, that the foreign supervisor requires in order to carry out its supervisory functions. 153. If the Reserve Bank authorises a foreign supervisor to inspect and require information from a registered bank or a member of a registered bank’s banking group, the Reserve Bank will notify the registered bank that such an authorisation has been made and the terms of that authorisation.

43 Ref #9178677 BS1 October 2021 Q. UNITED NATIONS SANCTIONS 154. In order to assess the standing of an applicant (or its owner), the Reserve Bank will additionally have regard to New Zealand’s responsibilities pursuant to resolutions made by the United Nations Security Council under Chapter VII of the Charter of the United Nations that impose sanctions relating to the banking sector, in particular, for the purposes of:

• registration as a registered bank;
• consent to a change of ownership; and
• approval of the establishment of a subsidiary, branch or representative office in another country.

44 Ref #9178677 BS1 October 2021 APPENDIX ONE – STANDARD CONDITIONS OF REGISTRATION This appendix sets out standard conditions of registration for a registered bank. A number of the conditions refer to documents in the Banking Supervision Handbook series (BS3 up to BS19) or the Banking Prudential Requirements series (BPR100 to BPR 160). Any of these documents may be updated from time to time, and the most recent version of each is available from the Banking Supervision Handbook page or Banking Prudential Requirements page on the Reserve Bank’s website. The actual conditions imposed on a bank specify by date which version of each document is being referred to. For the BS documents, the version date is given in the condition, and these are shown below with a [month year] placeholder. For the BPR documents, the version dates are all given in a table at the end of the conditions. The standard conditions for New Zealand incorporated banks vary depending on whether a bank’s capital requirements for credit risk are calculated entirely under the standardised approach, or whether the bank is accredited to use the internal models based approach to calculate credit risk for some of its exposures. The actual conditions of registration imposed on an individual bank may vary depending on the circumstances of the bank. The standard conditions also provide conditions that are part of the Reserve Bank’s macro￾prudential toolkit; these are the countercyclical capital buffer included within the prudential capital buffer ratio, and conditions imposing restrictions on high-LVR residential mortgage lending. These tools may be deployed at particular times, based on judgements the Reserve Bank makes about system-wide risks. Restrictions on high-LVR residential mortgage lending may also be imposed if indicators such as rapid price rises and loosening credit standards in the housing market point to an increase in system-wide risk. I. CONDITIONS OF REGISTRATION FOR NEW ZEALAND INCORPORATED REGISTERED BANKS Capital requirements

1. That— (a) the Total capital ratio of the banking group is not less than 8 percent; (b) the Tier 1 capital ratio of the banking group is not less than 6 percent; (c) the Common Equity Tier 1 capital ratio of the banking group is not less than 4.5 percent; (d) the total capital of the banking group is not less than $30 million; For the purposes of this condition of registration,— “Total capital ratio”, “Tier 1 capital ratio”, and “Common Equity Tier 1 capital ratio” have the same meaning as in Subpart B2 of BPR100: Capital Adequacy; “Total capital” has the same meaning as in BPR110: Capital Definitions. [If applicable—] For the purposes of this condition of registration, the supervisory adjustment referred to in BPR100: Capital Adequacy is the sum of: [any applicable supervisory adjustments]

45 Ref #9178677 BS1 October 2021 1A. That— (a) the bank has an internal capital adequacy assessment process (“ICAAP”) that accords with the requirements set out in Part D of BPR100: Capital Adequacy ; (b) under its ICAAP, the bank identifies and measures its “other material risks” defined in Part D of BPR100: Capital Adequacy; and (c) the bank determines an internal capital allocation for each identified and measured “other material risk”. [The following condition 1B is the version that applies under the current COVID-19-related distribution restrictions. Once those restrictions are removed, the buffer distribution limits will increase as shown in the square brackets.] 1B. That, if the Prudential Capital Buffer (PCB) ratio of the banking group is 2.5% or less, the bank must, according to the following table— (a) limit the aggregate distributions of the bank’s earnings, other than discretionary payments payable to holders of Additional Tier 1 capital instruments, to the percentage limit on distributions that corresponds to the banking group’s PCB ratio; and (b) comply with the Capital Buffer Response Framework requirements as set out in Part D of BPR120: Capital Adequacy Process Requirements. Banking group’s PCB ratio Percentage limit on distributions of the bank’s earnings Capital Buffer Response Framework stage 0% – 0.5% 0% Stage 3

0.5 – 1% 30% Stage 2 1 – 2% 50% [60%] Stage 1 2 – 2.5% 50% [100%] None For the purposes of this condition of registration,— “prudential capital buffer ratio”, “distributions”, and “earnings” have the same meaning as in Subpart B2 of BPR100: Capital Adequacy; and an Additional Tier 1 capital instrument is an instrument that meets the requirements of subsection B2.2(2)(a), (c) or (d) of BPR110: Capital Definitions. 1BA. That the bank must not make any distribution on a transitional AT1 capital instrument on or after the date on which on any conversion or write-off provision in the terms and conditions of the instrument is triggered due to either a loss absorption trigger event or a non-viability trigger event. For the purposes of this condition of registration,—

46 Ref #9178677 BS1 October 2021 “transitional AT1 capital instrument” has the meaning given in section A2.3 of BPR110: Capital Definitions; and “loss absorption trigger event” and “non-viability trigger event” have the meanings given in sub-section C2.2(3) of BPR120: Capital Adequacy Requirements. [The following condition 1C will be removed from BS1 once the COVID-19-related distribution restrictions are removed.] 1C. That, if the prudential capital buffer ratio of the banking group is more than 2.5%, the bank must limit aggregate distributions, other than discretionary payments payable to holders of Additional Tier 1 capital instruments, to no more than 50% of the bank’s earnings. For the purposes of this condition of registration,— “prudential capital buffer ratio”, “distributions”, and “earnings” have the same meaning as in Subpart B2 of BPR100: Capital Adequacy; an Additional Tier 1 capital instrument is an instrument that meets the requirements of subsection B2.2(2)(a), (c) or (d) of BPR110: Capital Definitions; and the bank must not make any individual dividend payment contributing to aggregate distributions for a financial year until it has completed its interim financial accounts for the first six months of its financial year or its annual financial accounts for its full financial year, and must not make any such dividend payment less than six months after any previous such dividend payment. 1D. That: (a) the bank must not include the amount of an Additional Tier 1 capital instrument or Tier 2 capital instrument issued on or after 1 July 2021 in the calculation of its capital ratios unless it has completed the notification requirements in Part B of BPR120: Capital Adequacy Process Requirements in respect of the instrument; and (b) the bank meets the requirements of Part C of BPR120: Capital Adequacy Process Requirements in respect of regulatory capital instruments. For the purposes of this condition of registration,— an Additional Tier 1 capital instrument is an instrument that meets the requirements of subsection B2.2(2)(a) or (c) of BPR110: Capital Definitions; and a Tier 2 capital instrument is an instrument that meets the requirements of subsection B3.2(2)(a) or (c) of BPR110: Capital Definitions. Capital requirements – additional condition for the models-based approach 1E. That the bank must— (a) comply with the minimum requirements for using the IRB approach set out in BPR134: IRB Minimum System Requirements;

47 Ref #9178677 BS1 October 2021 (b) comply with the minimum requirements for using the AMA approach set out in Part B of BPR151: AMA Operational Risk; (c) follow the process in Part E of BPR120: Capital Adequacy Process Requirements for obtaining Reserve Bank approval for any changes to any IRB credit risk model or AMA operational risk model; and (d) maintain a compendium of approved models in accordance with the requirements of section E1.5 of BPR120: Capital Adequacy Process Requirements. General conditions of registration 2. That the banking group does not conduct any non-financial activities that in aggregate are material relative to its total activities. In this condition of registration, the meaning of “material” is based on generally accepted accounting practice. 3. That the banking group’s insurance business is not greater than 1% of its total consolidated assets. For the purposes of this condition of registration, the banking group’s insurance business is the sum of the following amounts for entities in the banking group: (a) if the business of an entity predominantly consists of insurance business and the entity is not a subsidiary of another entity in the banking group whose business predominantly consists of insurance business, the amount of the insurance business to sum is the total consolidated assets of the group headed by the entity; and (b) if the entity conducts insurance business and its business does not predominantly consist of insurance business and the entity is not a subsidiary of another entity in the banking group whose business predominantly consists of insurance business, the amount of the insurance business to sum is the total liabilities relating to the entity’s insurance business plus the equity retained by the entity to meet the solvency or financial soundness needs of its insurance business. In determining the total amount of the banking group’s insurance business— (a) all amounts must relate to on balance sheet items only, and must comply with generally accepted accounting practice; and (b) if products or assets of which an insurance business is comprised also contain a non-insurance component, the whole of such products or assets must be considered part of the insurance business. For the purposes of this condition of registration,— “insurance business” means the undertaking or assumption of liability as an insurer under a contract of insurance: “insurer” and “contract of insurance” have the same meaning as provided in sections 6 and 7 of the Insurance (Prudential Supervision) Act 2010.

48 Ref #9178677 BS1 October 2021 4. That the aggregate credit exposures (of a non-capital nature and net of any allowances for impairment) of the banking group to all connected persons do not exceed the rating￾contingent limit outlined in the following matrix: Credit rating of the registered bank1 Connected exposure limit (% of the Banking Group’s Tier 1 capital) AA/Aa2 and above 75 AA-/Aa3 70 A+/A1 60 A/A2 40 A-/A3 30 BBB+/Baa1 and below 15 Within the rating-contingent limit, credit exposures (of a non-capital nature and net of any allowances for impairment) to non-bank connected persons shall not exceed 15 percent of the banking group’s tier 1 capital. For the purposes of this condition of registration, compliance with the rating-contingent connected exposure limit is determined in accordance with the Reserve Bank of New Zealand document entitled “Connected Exposures Policy” (BS8) dated [month year]. 5. That exposures to connected persons are not on more favourable terms (e.g. as relates to such matters as credit assessment, tenor, interest rates, amortisation schedules and requirement for collateral) than corresponding exposures to non-connected persons. 6. That the registered bank complies with the following corporate governance requirements: (a) the board of the registered bank must have at least five directors; (b) the majority of the board members must be non-executive directors; (c) at least half of the board members must be independent directors; (d) an alternate director,— (i) for a non-executive director must be non-executive; and (ii) for an independent director must be independent; (e) at least half of the independent directors of the registered bank must be ordinarily resident in New Zealand; (f) the chairperson of the board of the registered bank must be independent; and (g) the bank’s constitution must not include any provision permitting a director, when exercising powers or performing duties as a director, to act other than in what he or she believes is the best interests of the company (i.e. the registered bank).

1 This table uses the rating scales of Standard & Poor’s, Fitch Ratings and Moody’s Investors Service. (Fitch Ratings’ scale is identical to Standard & Poor’s.)

49 Ref #9178677 BS1 October 2021 For the purposes of this condition of registration, “non-executive” and “independent” have the same meaning as in the Reserve Bank of New Zealand document entitled “Corporate Governance” (BS14) dated [month year]. 7. That no appointment of any director, chief executive officer, or executive who reports or is accountable directly to the chief executive officer, is made in respect of the registered bank unless: (a) the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and (b) the Reserve Bank has advised that it has no objection to that appointment. 8. That a person must not be appointed as chairperson of the board of the registered bank unless: (a) the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and (b) the Reserve Bank has advised that it has no objection to that appointment. 9. That the registered bank has a board audit committee, or other separate board committee covering audit matters, that meets the following requirements: (a) the mandate of the committee must include: ensuring the integrity of the bank’s financial controls, reporting systems and internal audit standards; (b) the committee must have at least three members; (c) every member of the committee must be a non-executive director of the registered bank; (d) the majority of the members of the committee must be independent; and (e) the chairperson of the committee must be independent and must not be the chairperson of the registered bank. For the purposes of this condition of registration, “non-executive” and “independent” have the same meaning as in the Reserve Bank of New Zealand document entitled “Corporate Governance” (BS14) dated [month year]. 10. That a substantial proportion of the bank’s business is conducted in and from New Zealand. 11. That the banking group complies with the following quantitative requirements for liquidity-risk management: (a) the one-week mismatch ratio of the banking group is not less than zero per cent at the end of each business day; (b) the one-month mismatch ratio of the banking group is not less than zero per cent at the end of each business day; and

50 Ref #9178677 BS1 October 2021 (c) the one-year core funding ratio of the banking group is not less than 50 per cent at the end of each business day. For the purposes of this condition of registration, the ratios identified must be calculated in accordance with the Reserve Bank of New Zealand documents entitled “Liquidity Policy” (BS13) dated [month year] and “Liquidity Policy Annex: Liquid Assets” (BS13A) dated [month year]. 12. That the registered bank has an internal framework for liquidity risk management that is adequate in the registered bank’s view for managing the bank’s liquidity risk at a prudent level, and that, in particular: (a) is clearly documented and communicated to all those in the organisation with responsibility for managing liquidity and liquidity risk; (b) identifies responsibility for approval, oversight and implementation of the framework and policies for liquidity risk management; (c) identifies the principal methods that the bank will use for measuring, monitoring and controlling liquidity risk; and (d) considers the material sources of stress that the bank might face, and prepares the bank to manage stress through a contingency funding plan. 13. That no more than 10% of total assets may be beneficially owned by a SPV. For the purposes of this condition,— “total assets” means all assets of the banking group plus any assets held by any SPV that are not included in the banking group’s assets: “SPV” means a person— (a) to whom any member of the banking group, has sold, assigned, or otherwise transferred, any asset; (b) who has granted, or may grant, a security interest in its assets for the benefit of any holder of any covered bond; and (c) who carries on no other business except for that necessary or incidental to guarantee the obligations of any member of the banking group under a covered bond: “covered bond” means a debt security issued by any member of the banking group, for which repayment to holders is guaranteed by a SPV, and investors retain an unsecured claim on the issuer.

51 Ref #9178677 BS1 October 2021 14. That— (a) no member of the banking group may give effect to a qualifying acquisition or business combination that meets the notification threshold, and does not meet the non-objection threshold, unless: (i) the registered bank has notified the Reserve Bank in writing of the intended acquisition or business combination and at least 10 working days have passed; and (ii) at the time of notifying the Reserve Bank of the intended acquisition or business combination, the registered bank provided the Reserve Bank with the information required under the Reserve Bank of New Zealand Banking Supervision Handbook document “Significant Acquisitions Policy” (BS15) dated [month year]; and (b) no member of the banking group may give effect to a qualifying acquisition or business combination that meets the non-objection threshold unless: (i) the registered bank has notified the Reserve Bank in writing of the intended acquisition or business combination; (ii) at the time of notifying the Reserve Bank of the intended acquisition or business combination, the registered bank provided the Reserve Bank with the information required under the Reserve Bank of New Zealand Banking Supervision Handbook document “Significant Acquisitions Policy” (BS15) dated [month year]; and (iii) the Reserve Bank has given the registered bank a notice of non-objection to the significant acquisition or business combination. For the purposes of this condition of registration, “qualifying acquisition or business combination”, “notification threshold” and “non-objection threshold” have the same meaning as in the Reserve Bank of New Zealand Banking Supervision Handbook document “Significant Acquisitions Policy” (BS15) dated December 2011. The following three conditions only apply during a period when the Reserve Bank has decided to deploy its macro-prudential tool to restrict high-LVR lending in the residential property sector. Note that the figures set out below are purely illustrative, and should not be taken as an indication of what the Reserve Bank would impose in any particular circumstance: 15. That, for a loan-to-valuation measurement period, the total of the registered bank’s qualifying new mortgage lending amounts in respect of property-investment residential mortgage loans with a loan-to-valuation ratio of more than [60%], must not exceed [5%] of the total of the qualifying new mortgage lending amount in respect of property￾investment residential mortgage loans arising in the loan-to-valuation measurement period. 16. That, for a loan-to-valuation measurement period, the total of the registered bank’s qualifying new mortgage lending amount in respect of non property-investment residential mortgage loans with a loan-to-valuation ratio of more than [80%], must not exceed [10%] of the total of the qualifying new mortgage lending amount in respect of non property-investment residential mortgage loans arising in the loan-to-valuation measurement period.

52 Ref #9178677 BS1 October 2021 17. That the registered bank must not make a residential mortgage loan unless the terms and conditions of the loan contract or the terms and conditions for an associated mortgage require that a borrower obtain the registered bank’s agreement before the borrower can grant to another person a charge over the residential property used as security for the loan. In conditions of registration 15 to 17,— “loan-to-valuation ratio”, “non property-investment residential mortgage loan”, “property￾investment residential mortgage loan”, “qualifying new mortgage lending amount in respect of property-investment residential mortgage loans”, “qualifying new mortgage lending amount in respect of non property-investment residential mortgage loans”, and “residential mortgage loan” have the same meaning as in the Reserve Bank of New Zealand document entitled “Framework for Restrictions on High-LVR Residential Mortgage Lending” (BS19) dated [month year]: “loan-to-valuation measurement period” means— (a) the three calendar month period ending on the last day of [month year]; and (b) thereafter a period of three calendar months ending on the last day of the third calendar month, the first of which ends on the last day of [(month+1), year]. [Alternative for banks with lower mortgage lending: “loan-to-valuation measurement period” means a period of six calendar months ending on the last day of the sixth calendar month, the first of which ends on the last day of [month year]] In these conditions of registration,— “banking group” means [X Bank] (as reporting entity) and all other entities included in the group as defined in section 6(1) of the Financial Markets Conduct Act 2013 for the purposes of Part 7 of that Act. “generally accepted accounting practice” has the same meaning as in section 8 of the Financial Reporting Act 2013. In these conditions of registration, the version dates of the Reserve Bank of New Zealand Banking Prudential Requirement (BPR) documents that are referred to in the capital adequacy conditions 1 to 1D [or 1 to 1E, as applicable], or are referred to in turn by those documents or by Banking Supervision Handbook (BS) documents, are— BPR document Version date BPR100: Capital adequacy [date month year] BPR110: Capital definitions [date month year] BPR120: Capital adequacy process requirements [date month year] BPR130: Credit risk RWAs overview [date month year] BPR131: Standardised credit risk RWAs [date month year] BPR132: Credit risk mitigation [date month year] BPR133: IRB credit risk RWAs [date month year]

53 Ref #9178677 BS1 October 2021 BPR document Version date BPR134: IRB minimum system requirements [date month year] BPR140: Market risk exposure [date month year] BPR150: Standardised operational risk [date month year] BPR151: AMA operational risk [date month year] BPR160:Insurance, securitisation, and loan transfers [date month year] BPR001: Glossary [date month year] (IA) LOCALLY INCORPORATED BANKS WHOSE LIABILITIES, NET OF AMOUNTS DUE TO RELATED PARTIES, EXCEED $10 BILLION (ADDITIONAL TO THOSE NORMALLY APPLYING TO ALL LOCALLY INCORPORATED BANKS)

1. That the bank must comply with the Reserve Bank of New Zealand document “Outsourcing Policy” dated [month year]
2. That: (a) the business and affairs of the bank are managed by, or under the direction or supervision of, the board of the bank; (b) the employment contract of the chief executive officer of the bank or person in an equivalent position (together “CEO”) is with the bank, and the terms and conditions of the CEO’s employment agreement are determined by, and any decisions relating to the employment or termination of employment of the CEO are made by, the board of the bank; and (c) all staff employed by the bank have their remuneration determined by (or under the delegated authority of) the board or the CEO of the bank and are accountable (directly or indirectly) to the CEO of the bank. (IB) LOCALLY INCORPORATED BANKS WHOSE RETAIL DEPOSITS EXCEED $1 BILLION (ADDITIONAL TO THOSE NORMALLY APPLYING TO ALL LOCALLY INCORPORATED BANKS)
3. That the bank is pre-positioned for Open Bank Resolution and in accordance with a direction from the Reserve Bank, the bank can –

54 Ref #9178677 BS1 October 2021 (a) close promptly at any time of the day and on any day of the week and that effective upon the appointment of the statutory manager – (i) all liabilities are frozen in full; and (ii) no further access by customers and counterparties to their accounts (deposits, liabilities or other obligations) is possible; (b) apply a de minimis to relevant customer liability accounts; (c) apply a partial freeze to the customer liability account balances; (d) reopen by no later than 9am the next business day following the appointment of a statutory manager and provide customers access to their unfrozen funds; (e) maintain a full freeze on liabilities not pre-positioned for open bank resolution; and (f) reinstate customers’ access to some or all of their residual frozen funds. For the purposes of this condition of registration, “de minimis”, “partial freeze”, “customer liability account”, and “frozen and unfrozen funds” have the same meaning as in the Reserve Bank of New Zealand document “Open Bank Resolution (OBR) Pre￾positioning Requirements Policy” (BS17) dated [month year]. 2. That the bank has an Implementation Plan that— (a) is up-to-date; and (b) demonstrates that the bank’s prepositioning for Open Bank Resolution meets the requirements set out in the Reserve Bank document: “Open Bank Resolution Pre￾positioning Requirements Policy” (BS 17). For the purposes of this condition of registration, “Implementation Plan” has the same meaning as in the Reserve Bank of New Zealand document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17) dated [month year]. 3. That the bank has a compendium of liabilities that— (a) at the product-class level lists all liabilities, indicating which are— (i) pre-positioned for Open Bank Resolution; and (ii) not pre-positioned for Open Bank Resolution; (b) is agreed to by the Reserve Bank; and (c) if the Reserve Bank’s agreement is conditional, meets the Reserve Bank’s conditions. For the purposes of this condition of registration, “compendium of liabilities”, and “pre￾positioned and non pre-positioned liabilities” have the same meaning as in the Reserve Bank of New Zealand document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17) dated [month year]. 4. That on an annual basis the bank tests all the component parts of its Open Bank Resolution solution that demonstrates the bank’s prepositioning for Open Bank Resolution as specified in the bank’s Implementation Plan.

55 Ref #9178677 BS1 October 2021 For the purposes of this condition of registration, “Implementation Plan” has the same meaning as in the Reserve Bank of New Zealand document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17) dated [month year].

56 Ref #9178677 BS1 October 2021 II. CONDITIONS OF REGISTRATION FOR OVERSEAS INCORPORATED REGISTERED BANKS

1. That the banking group does not conduct any non-financial activities that in aggregate are material relative to its total activities. In this condition of registration, the meaning of “material” is based on generally accepted accounting practice.
2. That the banking group’s insurance business is not greater than 1% of its total consolidated assets. For the purposes of this condition of registration, the banking group’s insurance business is the sum of the following amounts for entities in the banking group: (a) if the business of an entity predominantly consists of insurance business and the entity is not a subsidiary of another entity in the banking group whose business predominantly consists of insurance business, the amount of the insurance business to sum is the total consolidated assets of the group headed by the entity; and (b) if the entity conducts insurance business and its business does not predominantly consist of insurance business and the entity is not a subsidiary of another entity in the banking group whose business predominantly consists of insurance business, the amount of the insurance business to sum is the total liabilities relating to the entity’s insurance business plus the equity retained by the entity to meet the solvency or financial soundness needs of its insurance business. In determining the total amount of the banking group’s insurance business— (a) all amounts must relate to on balance sheet items only, and must comply with generally accepted accounting practice; and (b) if products or assets of which an insurance business is comprised also contain a non-insurance component, the whole of such products or assets must be considered part of the insurance business. For the purposes of this condition of registration,— “insurance business” means the undertaking or assumption of liability as an insurer under a contract of insurance: “insurer” and “contract of insurance” have the same meaning as provided in sections 6 and 7 of the Insurance (Prudential Supervision) Act 2010.
3. That the business of the registered bank in New Zealand does not constitute a predominant proportion of the total business of the registered bank.
4. That no appointment to the position of the New Zealand chief executive officer of the registered bank shall be made unless: (a) the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and (b) the Reserve Bank has advised that it has no objection to that appointment.

57 Ref #9178677 BS1 October 2021 5. That [name of bank] complies with the requirements imposed on it by [name of the supervisory authority in the bank's jurisdiction of domicile]. 6. That [name of bank] complies with the following minimum capital adequacy requirements, as administered by [name of supervisory authority in the bank’s jurisdiction of domicile]: (a) Common Equity Tier 1 capital of [name of bank] is not less than 4.5 percent of risk weighted exposures; (b) Tier 1 capital of [name of bank] is not less than 6 percent of risk weighted exposures; (c) Total capital of [name of bank] is not less than 8 percent of risk weighted exposures. 7. That liabilities of the registered bank in New Zealand, net of amounts due to related parties (including amounts due to a subsidiary or affiliate of the registered bank), do not exceed NZD $15 billion. 8. That retail deposits of the registered bank in New Zealand do not exceed $200 million. For the purposes of this condition retail deposits are defined as deposits by natural persons, excluding deposits with an outstanding balance which exceeds $250,000. This condition applies only to banks which are incorporated in a jurisdiction which has legislation which gives deposits made, or credit conferred, in that jurisdiction a preferential claim in a winding up or which do not provide adequate disclosure in the home jurisdiction. 9. That the registered bank has an internal framework for liquidity risk management that is adequate in the registered bank’s view for managing the bank’s liquidity risk at a prudent level, and that, in particular: (a) is clearly documented and communicated to all those in the organisation with responsibility for managing liquidity and liquidity risk; (b) identifies responsibility for approval, oversight and implementation of the framework and policies for liquidity risk management; (c) identifies the principal methods that the bank will use for measuring, monitoring and controlling liquidity risk; and (d) considers the material sources of stress that the bank might face, and prepares the bank to manage stress through a contingency funding plan. There will also normally be a condition requiring the registered bank in New Zealand to comply with one or more minimum quantitative requirements for liquidity risk, but the specification of these requirements will vary from branch to branch. The following three conditions only apply during a period when the Reserve Bank has decided to deploy its macro-prudential tool to restrict high-LVR lending in the residential property

58 Ref #9178677 BS1 October 2021 sector. Note that the figures set out below are purely illustrative, and should not be taken as an indication of what the Reserve Bank would impose in any particular circumstance: 10. That, for a loan-to-valuation measurement period, the total of the business of the registered bank in New Zealand’s qualifying new mortgage lending amounts in respect of property-investment residential mortgage loans with a loan-to-valuation ratio of more than [60%], must not exceed [5%] of the total of the qualifying new mortgage lending amount in respect of property-investment residential mortgage loans arising in the loan￾to-valuation measurement period. 11. That, for a loan-to-valuation measurement period, the total of the business of the registered bank in New Zealand’s qualifying new mortgage lending amounts in respect of non property-investment residential mortgage loans with a loan-to-valuation ratio of more than [80%], must not exceed [10%] of the total of the qualifying new mortgage lending amount in respect of non property-investment residential mortgage loans arising in the loan-to-valuation measurement period. 12. That the business of the registered bank in New Zealand must not make a residential mortgage loan unless the terms and conditions of the loan contract or the terms and conditions for an associated mortgage require that a borrower obtain the registered bank’s agreement before the borrower can grant to another person a charge over the residential property used as security for the loan. In conditions of registration 10 to 12,— “loan-to-valuation ratio”, “non property-investment residential mortgage loans”, “property￾investment residential mortgage loans”, “qualifying new mortgage lending amount in respect of property-investment residential mortgage loans”, “qualifying new mortgage lending amount in respect of non property-investment residential mortgage loans”, and “residential mortgage loan” have the same meaning as in the Reserve Bank of New Zealand document entitled “Framework for Restrictions on High-LVR Residential Mortgage Lending” (BS19) dated [month year], and where the version dates of the Reserve Bank of New Zealand Banking Prudential Requirement (BPR) documents referred to in BS19 for the purpose of defining these terms are— BPR document Version date BPR131: Standardised credit risk RWAs [date month year] BPR001: Glossary [date month year] “loan-to-valuation measurement period” means— (a) the three calendar month period ending on the last day of [month year]; and (b) thereafter a period of three calendar months ending on the last day of the third calendar month, the first of which ends on the last day of [(month+1) year]. [Alternative for banks with lower mortgage lending: “loan-to-valuation measurement period” means a period of six calendar months ending on the last day of the sixth calendar month, the first of which ends on the last day of [month year]] In these conditions of registration,—

59 Ref #9178677 BS1 October 2021 “banking group” means the New Zealand business of the registered bank and its subsidiaries as required to be reported in group financial statements for the group’s New Zealand business under section 461B(2) of the Financial Markets Conduct Act 2013. “business of the registered bank in New Zealand” means the New Zealand business of the registered bank as defined in the requirement for financial statements for New Zealand business in section 461B(1) of the Financial Markets Conduct Act 2013. “generally accepted accounting practice” has the same meaning as in section 8 of the Financial Reporting Act 2013. “liabilities of the registered bank in New Zealand” means the liabilities that the registered bank would be required to report in financial statements for its New Zealand business if section 461B(1) of the Financial Markets Conduct Act 2013 applied.

60 Ref #9178677 BS1 October 2021 APPENDIX TWO – CREDIT RATING REQUIREMENT SECTION 80 NOTICE issued to registered banks With effect from [date], the Reserve Bank of New Zealand hereby requires [name of bank]:

1. to obtain and maintain a current credit rating applicable to its long term senior unsecured obligations payable in New Zealand, in New Zealand dollars; and
2. to publish the rating in six-monthly disclosure statements. The rating may be obtained from any of the following rating agencies: Standard and Poor’s Moody’s Investors Service Fitch Ratings This notice is issued pursuant to Section 80 of the Reserve Bank of New Zealand Act 1989. Head of Supervision Reserve Bank of New Zealand

61 Ref #9178677 BS1 October 2021 APPENDIX THREE – APPROVAL OF CREDIT RATING AGENCIES

1. Approval criteria (1) This appendix sets out the Reserve Bank’s criteria for approving rating agencies for the purposes of Part 5 of the Reserve Bank of New Zealand Act 1989. (2) When making decisions in relation to the approval of a rating agency, the Reserve Bank considers how a rating agency or its activities compare to the criteria set out in this appendix on: (a) independence; (b) resources; (c) objectivity; (d) third party access to ratings; (e) disclosure; (f) consistency and comparability; and (g) credibility.
2. Independence (1) A rating agency should be independent and should conduct itself in a manner that supports its independence. It should have processes designed to prevent it from being subject to political or economic pressures that could influence a credit rating or its credit assessment processes. (2) A rating agency should have clear operational policies and procedures to identify and manage potential conflicts of interest, including between the credit rating activities of the rating agency and other interests of its shareholders or directors. (3) A rating agency should— (a) have high standards of corporate governance that are effective in safeguarding the independence and integrity of its credit risk assessment processes; (b) have periodic, rigorous and formal reviews that are independent of the business lines under review and that review— (i) its methodologies and models; and (ii) any significant changes to its methodologies and models; (c) have firewalls separating its credit rating activities from any affiliated businesses to help prevent conflicts of interest; and (d) adopt and adhere to a code of conduct that reflects market standards and internationally recognised principles.

62 Ref #9178677 BS1 October 2021 3. Resources (1) A rating agency should have sufficient financial and human resources to carry out high quality credit assessments. (2) A rating agency should— (a) be able to develop and maintain systems on an ongoing basis to produce timely, consistent and credible credit assessments and ratings; (b) allocate a sufficient number of appropriately qualified and competent people to the analysis, review and approval processes for the production of ratings; and (c) have sufficient resources to allow for regular substantive interaction with the subjects of its credit assessments. (3) A rating agency’s financial viability should not depend upon a small number of clients. (4) Rating decisions should be made by a rating committee composed of adequately qualified and experienced individuals in accordance with the rating agency’s methodologies. 4. Objectivity (1) A rating agency’s assessment methodologies should be— (a) documented; (b) rigorous and systematic; (c) applied consistently; (d) where possible, validated by substantial historical experience; (e) based on both qualitative and quantitative approaches; and (f) subject to ongoing review. (2) A rating agency’s assessment methodologies should, where possible, be established for a sufficient period of time to provide for them to be rigorously back-tested and refined to a high level of confidence. (3) The ratings produced by its assessment methodologies should— (a) provide credible and consistent measures of credit risk; (b) be responsive to changes in financial condition; (c) be continuous (that is, not be point in time ratings); and (d) be subject to ongoing review, including— (i) after all significant events; and (ii) at least annually. (4) Paragraphs (3)(c) and (3)(d) do not apply to a rating that is not subject to ongoing monitoring or surveillance if the rating clearly indicates that it is not subject to any ongoing monitoring or surveillance.

63 Ref #9178677 BS1 October 2021 5. Third party access to ratings (1) A rating agency’s publicly disseminated credit rating opinions, analysis, reports and similar or related products should be accessible on equivalent terms to persons who have a legitimate interest in them, regardless of the jurisdiction in which they operate. (2) A rating agency should not use unsolicited ratings to pressure the subjects of those ratings to obtain solicited ratings. (3) A rating agency should not prevent the subjects of its credit rating assessments from disseminating that subject’s public credit ratings. 6. Disclosure A rating agency should publicly disclose and maintain in a readily accessible form the following information: (a) its ownership and corporate structure; (b) its code of conduct; (c) its process for assigning, monitoring and changing its credit ratings; (d) definitions for each of its rating categories and rating modifiers, including: (i) the definition of default; (ii) the time horizons, where applicable; and (iii) the full rating scale; (these definitions should be in a form that enables comparisons with ratings in other sectors and, to the extent possible, those produced by other rating agencies); (e) the actual default rates experienced in each rating category over time; (f) the probabilities associated with transitions between rating categories, (for example, the likelihood of AA ratings becoming A over time); (g) its policy on the release of ratings, including changes in ratings or rating modifiers; and (h) its policy on unsolicited ratings. 7. Consistency and comparability (1) Ratings should represent credit risk in a consistent and comparable manner with regard to established practices for ratings. (2) The nomenclature associated with ratings should be established with regard to existing practices and with particular regard to default rates. 8. Credibility In addition to the extent to which credibility is supported by the other criteria in this appendix, the Reserve Bank may have regard to other factors in assessing a rating agency’s credibility including, for example, the extent to which its credit assessments and ratings are used in the market by participants such as issuers, investors, bankers, insurers, securities traders and other financial services regulators, or the extent to which a rating agency is recognised under other regulatory regime.