Security of the Debenture Stock

The debenture stock is secured by a first ranking general security interest in favour of The New Zealand Guardian Trust Company Limited, as trustee for investors, over the undertaking of Fisher & Paykel Finance Limited and its guaranteeing subsidiaries, including:

• all their respective present and future assets within New Zealand, including uncalled and unpaid capital;

• all bank balances and book debts situated outside New Zealand; and

• all other assets situated outside New Zealand and charged in favour of The New Zealand Guardian Trust Company Limited as trustee for investors.

Prior charges (currently none) that may rank ahead of the first ranking debenture stock are:

• Charges given priority by legislation such as purchase money security interests registered under the Personal Property Securities Act 1999 and other claims given priority by legislation, such as liquidation costs, employees’ remuneration and taxes; and

• Prior charges permitted under the Trust Deed* (so long as the total borrowing under all such prior charges does not exceed 7.5% of Total Security Assets as defined under the Trust Deed);

As at 16 September 2011 (being the date of the current registered prospectus), there were no such prior charges ranking in priority to the first ranking secured debenture stock.

Please see our most recent Prospectus for further information.

*The first ranking secured debenture stock we offer is issued in accordance with and secured in terms of a supplemental and amending trust deed dated 30 September 1985, as amended by certain amending deeds dated 31 July 1997, 5 December 2002, 20 June 2003, 19 February 2004, 23 February 2007, 23 July 2008 and 29 November 2010 (together, the “Trust Deed”) entered into between Fisher & Paykel Finance Limited, its guaranteeing subsidiaries and The New Zealand Guardian Trust Company Limited as trustee for investors.