OFFERING CIRCULAR (replacing the offering circular dated 18th December, 2009) 22nd December, 2010 New South Wales Treasury Corporation (a statutory corporation constituted by the Treasury Corporation Act 1983 of New South Wales) A$18,000,000,000 Global Exchangeable Bond Programme for the issue of guaranteed global exchangeable bonds exchangeable into New South Wales Treasury Corporation Inscribed Stock payment of principal and interest guaranteed by The Crown in Right of New South Wales Arranged by UBS Investment Bank Panel Members Australia and New Zealand Banking Group Limited Citi Commonwealth Bank of Australia Deutsche Bank National Australia Bank Limited RBC Capital Markets TD Securities The Royal Bank of Scotland UBS Investment Bank Westpac Banking Corporation This document replaces the Offering Circular in relation to the Programme dated 18th December, 2009. This Offering Circular comprises Listing Particulars and is issued in compliance with the listing rules made under Section 79(2) of the Financial Services and Markets Act 2000 (the “FSMA”) by the UK Listing Authority (as defined below) for the purpose of giving information with regard to New South Wales Treasury Corporation (the “Issuer” or the “Corporation”), The Crown in Right of New South Wales (the “Guarantor”), the fixed rate guaranteed global exchangeable bonds (the “Bonds”) to be issued from time to time pursuant to the Facility Agreement (as defined under “Description of the Programme and the Inscribed Stock”), the domestic Inscribed Stock (the “Inscribed Stock”) into which the Bonds are exchangeable and the programme (the “Programme”) for the issue of the Bonds which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor. The Issuer and the Guarantor (only in relation to information relating to itself and the Guarantee (as defined under “Terms and Conditions of the Bonds”)) accept responsibility for the information contained in this document (the “Responsible Persons”). To the best of the knowledge and belief of the Responsible Persons (each of which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” on page 11). Application has been made to the Financial Services Authority in its capacity as competent authority under the FSMA (the “UK Listing Authority”) for Bonds issued under the Programme for the period of 12 months from that date of this Offering Circular to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Bonds to be admitted to trading on the London Stock Exchange’s Professional Securities Market (the “Market”). References in this Offering Circular to Bonds being “listed” (and all related references) shall mean that such Bonds have been admitted to trading on the Market and have been admitted to the Official List. The Market is not a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Bonds may be issued pursuant to the Programme which will not be listed on the Official List and admitted to trading on the Market or any other stock exchange. The relevant final terms (the “Final Terms”) in respect of the issue of any Bonds will specify whether or not such Bonds will be listed on the Official List and admitted to trading on the Market or any other stock exchange. No person has been authorised to give any information or to make any representations other than those contained in this document in connection with the offering of the Bonds, and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Guarantor, UBS Limited as arranger (the “Arranger”) or any of the Panel Members named under “Subscription and Sale” (the “Panel Members”). Neither the delivery of this document nor any offer or sale of the Bonds shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantor since the date hereof or the date upon which this document has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The Bonds and Inscribed Stock have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and include Bonds in bearer form that are subject to U.S. tax law requirements. Bonds in registered form and Inscribed Stock received in exchange therefor may be sold in the United States to qualified institutional buyers pursuant to Rule 144A (“Rule 144A”) under the Securities Act. Save as aforesaid and subject to certain exceptions, Bonds and Inscribed Stock known to have been received in exchange therefor may not be offered, sold or delivered within the United States or to U.S. persons. This document does not constitute an offer or invitation to subscribe or purchase any of the Bonds or a recommendation or a statement of opinion (or a report of either of those things). The distribution of this document and the offering for sale of the Bonds may, in certain jurisdictions, be restricted by law; persons into whose possession this document comes are required by the Issuer, the Guarantor, the Arranger and the Panel Members to inform themselves of and observe all such restrictions. This document may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. See “Subscription and Sale” on page 61. To the fullest extent permitted by law, none of the Panel Members or the Arranger accept any responsibility for the contents of this Offering Circular or for any other statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with the Issuer, the Guarantor, or the issue and offering of the Bonds. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. Each potential purchaser of Bonds should determine for itself the relevance of the information contained in this document, the supplements hereto (if any) and the Final Terms and its purchase of Bonds should be based upon such investigation as it deems necessary. None of the Arranger or the Panel Members undertakes to review the financial condition or affairs of the Issuer or the Guarantor during the life of this Programme or any Bonds issued pursuant to it nor to advise any investor or potential investor in the Bonds of any information coming to the attention of the Arranger or any of the Panel Members. All references herein to “dollars” or “A$” are to the currency of the Commonwealth of Australia. In connection with the issue of any tranche of Bonds, the Panel Member or Panel Members (if any) named as the stabilising manager(s) (the “Stabilising Manager(s)”) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may (outside Australia and not on a market operated in Australia) over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Such stabilisation, if begun, may be ended at any time, but it must end after a limited period. Such stabilisation shall be in compliance with all applicable laws, regulations and rules. In relation to each separate issue of Bonds, the final offer price and the amount of such Bonds will be determined by the Issuer and the relevant Panel Members in accordance with prevailing market conditions at the time of the issue of the Bonds and will be set out in the relevant Final Terms. See “Risk Factors” beginning on page 7 for a discussion of certain factors to be considered in connection with an investment in the Bonds. TABLE OF CONTENTS Page Overview of the Programme .............................................................................................................................. 3 Risk Factors........................................................................................................................................................ 7 Documents Incorporated by Reference .............................................................................................................11 Supplementary Listing Particulars ................................................................................................................... 12 Use of Proceeds................................................................................................................................................ 13 New South Wales Treasury Corporation