SAINTS

Set out below is a summary of the key terms of SAINTS. This information should be read in conjunction with the Terms of Issue.

Issuer	St.George Bank Limited (ABN 92 055 513 070).
Security	Subordinated Adjustable Income Non-refundable Tier 1 Securities (SAINTS). These are non-cumulative, redeemable and convertible preference shares in St.George.
Number	Three million five hundred thousand SAINTS to raise $350 million.
Face Value	$100 per SAINTS.
Dividend	A preferred, non-cumulative, floating rate Dividend equal to: (Dividend Rate x Face Value x number of days in Dividend Period) / 365 The payment of Dividends is at the Directors' discretion and is subject to a number of conditions. See clause 2.3 of the Terms of Issue. If a Dividend has not been declared or a Dividend has been declared but has not been paid in full within 20 Business Days of the relevant Dividend Payment Date, then without approval of a Special Resolution of Holders: no dividends or distributions can be declared or paid on any share capital of St.George over which SAINTS rank in priority for participation in profits; no dividends or distributions can be declared or paid on SAINTS or on any share capital of St.George which ranks equally with SAINTS for participation in profits; and no returns of capital can be made on any share capital of St.George that SAINTS rank in priority to, other than to permit the payment of Optional Dividends and optional dividends or unless St.George takes certain actions. See clause 2.9 of the Terms of Issue.
Dividend Rate	The Dividend Rate for each Dividend Period is calculated as: (Margin per annum plus the Market Rate per annum) multiplied by (1 - T). T means the Australian corporate tax rate applicable on the Allotment Date, which is taken to be 30%. St.George expects the Dividend to be fully franked. See clauses 2.1 and 2.2 of the Terms of Issue. The Margin for the period to 20 November 2014 is 1.35% per annum. The Market Rate is the 90 day Bank Bill Swap Rate applying on the first Business Day of each Dividend Period expressed as a percentage per annum. If St.George does not Exchange SAINTS by 20 November 2014, the Margin will be increased by a one-time step up of 1.00% per annum until SAINTS are Exchanged.
Dividend Payment Dates	Dividends are payable in arrears on 20 November, 20 February, 20 May and 20 August in each year that SAINTS are on issue. The first Dividend Payment Date is 20 November 2004. The last Dividend Payment Date is the date on which SAINTS are Exchanged.
Franking	St.George expects the Dividend to be fully franked. If, on a Dividend Payment Date, the Australian corporate tax rate applicable to the franking account of St.George differs from the Australian corporate tax rate applicable on the Allotment Date, the Dividend will be adjusted downwards or upwards accordingly. If a Dividend is unfranked or partially franked, the Dividend will be increased to compensate for the unfranked component. See clause 2.2 of the Terms of Issue.
Exchange by St.George	St.George expects the Dividend to be fully franked. If, on a Dividend Payment Date, the Australian corporate tax rate applicable to the franking account of St.George differs from the Australian corporate tax rate applicable on the Allotment Date, the Dividend will be adjusted downwards or upwards accordingly. SAINTS are perpetual securities and have no maturity. St.George may Exchange some or all SAINTS on 20 November 2014, or any subsequent Dividend Payment Date, or Exchange all SAINTS on the occurrence of a Tax Event or Regulatory Event. On Exchange, at its sole discretion, St.George may: convert SAINTS into Ordinary Shares; redeem, buy back or cancel SAINTS for their Face Value subject to prior approval by APRA; or undertake a combination of the above. Any buy-back or cancellation of SAINTS will be subject to St.George also obtaining all other relevant consents. See Section 2.3 and clause 3 of the Terms of Issue.
Conversion Ratio	The rate at which SAINTS will convert into Ordinary Shares will be calculated by reference to the VWAP of Ordinary Shares during the 20 Business Days immediately preceding the Exchange Date, less a discount of 2.5% on the VWAP of Ordinary Shares. This is subject to a Maximum Conversion Number. See clauses 3.3 to 3.11 of the Terms of Issue.
Maximum Conversion Number	The Maximum Conversion Number ensures the maximum number of Ordinary Shares that each SAINTS can be Exchanged for is 400 Ordinary Shares, subject to adjustment for rights issues, bonus issues, off market buy-backs, returns of capital or at the Directors' sole discretion in accordance with the Terms of Issue.
Ranking	SAINTS rank equally among themselves and are subordinated to all depositors and creditors of St.George. SAINTS are not deposits or liabilities of St.George. SAINTS rank equally with PRYMES in respect of the payment of Dividends which have been declared and dividends on PRYMES which have been declared. SAINTS also rank equally with PRYMES and Depositary Capital Securities in respect of a return of capital and the payment of dividends declared but unpaid upon a winding up of St.George. St.George reserves the right in the future to issue additional SAINTS (or other preference shares or capital securities ranking equally with or behind SAINTS whether in respect of dividends, a return of capital on winding up, or otherwise) without the approval of Holders.
Participation	SAINTS do not carry a right to participate in issues of securities of St.George or to participate in any bonus issues, unless (and only to the extent) the Directors determine otherwise.
Voting rights	SAINTS do not carry a right to vote at general meetings of St.George, except in limited circumstances prescribed by ASX Listing Rules. See clause 5 of the Terms of Issue.
Quotation	SAINTS are quoted on the ASX under the code SGBPA.