Westpac VIEWs – Supplementary PDS

Westpac Vanilla
Instalment Equity
Warrants.
Supplementary Product Disclosure Statement.
Date: 22 June 2018
to the Product Disclosure Statement dated 14 April 2014.
Issued by Westpac Banking Corporation ABN 33 007 457 141
Australian Financial Services Licence number 233714.

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1. Introduction.
This Supplementary Product Disclosure Statement dated 22 June 2018 (the SPDS) supplements the Westpac Vanilla
Instalment Equity Warrants (Westpac VIEWs) Product Disclosure Statement dated 14 April 2014 (the Original PDS) as
previously supplemented by the SPDS dated 15 September 2017.
This SPDS should be read with the Original PDS. Together they form the Product Disclosure Statement (the PDS)
for Westpac VIEWs. The information contained in this SPDS combines, replaces and supersedes the previous SPDS.
This SPDS is also available on Westpac’s website at www.westpac.com.au/structuredinvestments.
Terms defined in the Original PDS have the same meaning in this SPDS, unless the context requires otherwise.
This SPDS:
(a) provides details of the individual Series of Westpac VIEWs;
(b) identifies in bold and marked (*) in the Summary Table below details of the new Series of Westpac VIEWs
(New Westpac VIEWs);
(c) updates wording in the Original PDS in relation to Underlying Securities and Listed Entities;
(d) provides additional fee disclosure in respect of certain Series of Westpac VIEWs over Underlying Securities that are,
or include, units in a managed investment scheme (refer to section 5.10(c) of the Original PDS for further information);
(e) updates wording in the Original PDS in relation to tax considerations;
(f) updates wording in the Original PDS to reflect that Net Nominees Limited, the Security Trustee, is no longer
an Authorised Representative of Westpac;
(g) removes references to the requirement for ASX consent (where previously applicable) in relation to the exercise of
Westpac’s discretion to amend or adjust the Terms of the Westpac VIEWs or a Series of Westpac VIEWs, to reflect
changes to the ASX Operating Rules; and
(h) amends wording in the Original PDS in relation to amendments to the Terms of Issue.

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2. Summary Table.
Set out below is the consolidated Summary Table of the Series of Westpac VIEWs on offer. This Summary Table combines,
replaces and supersedes all previous summary tables in respect of the Series referred to in the table below. The details for
the New Westpac VIEWs are highlighted in bold and marked (*).
Underlying
Securities
ASX code
Relevant Listed
EntityASX code
Loan Amount
(Completion
Payment)
Minimum
number of
Securities for
Securityholder
Applications
Date of PDS
or SPDS
under which
VIEWs were
Issued
Completion
DateIssue Size
ANZAustralia and New
Zealand Banking
Group Limited
ANZIWK$21.000012015/09/201728/06/201810 million
BHPBHP Billiton
Limited
BHPIWK$18.500014015/09/201728/06/201810 million
CBACommonwealth
Bank of Australia
CBAIWK$52.50004015/09/201728/06/201810 million
CBACommonwealth
Bank of Australia
C B A I W L*$35.00007022/06/201830/05/201910 million
IOZiShares Core
S&P/ASX 200
ETF
I OZ I W L*$13.000020022/06/201830/05/201910 million
NABNational Australia
Bank Limited
NABIWK$22.000011015/09/201728/06/201810 million
RIORio Tinto LimitedRIOIWK$48.00005015/09/201728/06/201810 million
STWSPDR S&P/ASX
200 Fund
S T W I W L*$29.00008022/06/201830/05/201910 million
TLSTelstra
Corporation
Limited
TLSIWK$2.564580015/09/201728/06/201810 million
TLSTelstra
Corporation
Limited
T L S I W L*$1.5000160022/06/201830/05/201910 million
WESWesfarmers
Limited
WESIWK$30.00009015/09/201728/06/201810 million
WPLWoodside
Petroleum
Limited
WPLIWK$19.829612015/09/201728/06/201810 million
Note:
(i) The minimum application amounts apply as follows:
• Cash Applicants – the total First Payment must be $2,000 or greater;
• Securityholder Applicants – as specified in the Summary Table;
• Rollover Applicants – the minimum value of the warrants being rolled over must be $2,000.
Westpac may waive these minimum amounts in exceptional circumstances.
(ii) There is no minimum issue size. The issue size per Series is currently 10 million.

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3. Key dates.
The Completion Date for each Westpac VIEW ending in the letter K is as set out in the table below.
Completion Date28 June 2018
The Completion Date for each Westpac VIEW ending in the letter L is as set out in the table below.
Completion Date30 May 2019
4. How to apply.
You can apply for the Westpac VIEWs offered under this SPDS by completing the relevant Application Form accompanying
the PDS.
5. Trading on the ASX.
The New Westpac VIEWs will commence trading on the ASX on a normal settlement basis on 22 June 2018.
6. Underlying Securities and Listed Entities.
In the Investment Overview Table on page 2 of the Original PDS, the first sentence in the section What are the Underlying
Securities? is deleted and replaced with:
“The Underlying Securities are shares in ASX-listed companies, units in ASX-listed unit trusts and ASX-quoted exchange
traded funds.”
In Section 9 of the Original PDS, the definition of Listed Entity on page 56 is deleted and replaced with:
“Listed Entity means:
(a) an entity (including a trust) listed on the ASX; or
(b) an exchange traded fund quoted on the ASX,
the securities of which are the subject of Westpac VIEWs.”
7. Additional fee disclosure for Underlying Securities that are, or include,
units in a managed investment scheme.
This section should be read in conjunction with Section 5.10 of the PDS.
Westpac VIEWs in respect of Underlying Securities that are, or include, units in a managed investment scheme (a Fund)
will constitute a managed investment product. Because certain Series of Westpac VIEWs could be managed investment
products, this PDS is required to include the following additional information regarding applicable fees and costs relevant
to an investment in the Funds. ASIC Class Order [CO 14/1252] applies to this PDS.
As at the date of this SPDS, Series of Westpac VIEWs are available over units in the following Funds that are considered
to be ‘interposed vehicles’ (as defined in clause 101B of Part 1 of Schedule 10 of the Corporations Regulations 2001):
• iShares Core S&P/ASX 200 ETF (ASX code: IOZ);
• SPDR S&P/ASX 200 Fund (ASX code: STW).

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Consumer advisory warning.
Did you know?
Small differences in both investment performance and fees and costs can have a substantial impact on your long
term returns.
For example, total annual fees and costs of 2% of your account balance rather than 1% could reduce your final return
by up to 20% over a 30 year period (for example, reduce it from $100,000 to $80,000).
You should consider whether features such as superior investment performance or the provision of better member
services justify higher fees and costs. You may be able to negotiate to pay lower contribution fees and management
costs where applicable. Ask the fund or your financial adviser.
To find out more.
If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian
Securities and Investments Commission (ASIC) website (www.moneysmart.gov.au) has a managed funds fee
calculator to help you check out different fee options.
7. 1 Fees and other costs.
This document shows fees and other costs that you may be charged. These fees and costs may be deducted from
your money, from the returns on your investment or from the assets of the managed investment scheme as a whole.
Information on tax appears in Section 6 of the PDS.
You should read all of the information about fees and costs because it is important to understand their impact
on your investment.
Unless otherwise stated, all amounts specified in this section include the net effect of GST, if any.
Type of fee or cost
1
AmountHow and when paid
Fees when your money moves in or out of the managed investment product
Establishment fee
The fee to open your investment
NilNot applicable
Contribution fee
The fee on each amount contributed
to your investment
NilNot applicable
Withdrawal fee
The fee on each amount you take out
of your investment
NilNot applicable
Exit fee
The fee to close your investment
NilNot applicable
Management costs
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The fees and costs for managing your investment
Management feesiShares Core S&P/ASX 200 ETF:
Management fee – 0.15% p.a.
SPDR S&P/ASX 200 Fund:
(i) Responsible Entity fee
of 0.01% p.a.
(ii) Investment management
fee of 0.18% p.a.
Calculated on the net asset value of the
Fund on a daily basis. These amounts are
deducted from the assets of the Fund
and generally paid monthly in arrears.
Indirect costs (estimated)See Section 7.2See Section 7.2
Service fees
Switching fee
The fee for changing investment options
NilNot applicable
1. Other fees and costs may apply in relation to a Fund or the Westpac VIEWs. Please refer to Section 5 of the Original PDS for further information
in relation to the fees and costs applicable to Westpac VIEWs.
2. The management costs for a Fund are subject to change from time to time. The management costs applicable to a Fund are shown in the current
Product Disclosure Statement for the Fund. See ‘Additional explanation of fees and costs’ in Section 7.2 of this SPDS for further information.
The table above only provides the management costs for the Funds that are considered to be ‘interposed vehicles’ (as defined in clause 101B of
the Corporations Regulations 2001).

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7.2 Additional explanation of fees and costs.
The information in sections 7.1 and 7.3 is a summary only. Further information on relevant costs may be set out in the Product
Disclosure Statement for the relevant Fund or related financial statements available from the ASX’s website and generally the
relevant Fund website. It is subject to change from time to time. You should refer to these documents for further information
regarding the fees and costs in relation to each Fund.
7.3 Example of annual fees and costs for Westpac VIEWs over iShares Core S&P/ASX 200 ETF.
This table gives an example of how the fees and costs for this managed investment product can affect your investment
over a one year period. You should use this table to compare this product with other managed investment products.
Example – iShares Core S&P/ASX 200 ETF (ASX code: IOZ)
Balance of $50,000
1
with a contribution of $5,000
1
during year
Contribution feesNilFor every additional $5,000 you put in, you will be
charged $0.
Plus
Management Costs
0.15% p.a.And, for every $50,000 you have in the Fund, you will be
charged $75 each year.
Equals
Cost of Fund
iShares Core
S&P/ASX 200 ETF
If you had an investment of $50,000 at the beginning of
the year and you put in an additional $5,000 during that
year you would be charged fees of:
$75
2
What it costs you will depend on the Fund you choose
and the fees you negotiate.
1. This amount is prescribed by legislation. The example above assumes that the $50,000 is invested for the entire year, the value of the investment
is constant over the year and that the additional $5,000 is invested at the end of the year. Therefore management costs are calculated using the
$50,000 balance only.
2. Additional fees may apply in relation to the Fund and the Westpac VIEWs. Please note the table above does not take into account any of the
fees and costs relating to the Westpac VIEWs, such as the Interest Amount. Please refer to Section 5 of the Original PDS for further information.
This example is provided for illustrative purposes only.
8. Tax considerations.
(a) Instalment Warrants.
The final three paragraphs of Section 3 and the first paragraph of Section 6.1 of the general summary of the taxation
implications for investing in Westpac VIEWs contained in a letter issued by Ashurst in Section 6 of the Original PDS
(Tax Letter) refer to the Government’s intention to amend the law in relation to instalment warrants.
The income taxation look through treatment for instalment warrants and similar arrangements received royal assent
on 16 September 2015 and is now contained in Subdivision 235-I of the Income Tax Assessment Act 1997 (1997 Tax Act)
with application from the 2007–2008 income year and later income years.
These changes enact into law the long-standing industry practice for income tax look-through treatment:
• To instalment warrants and instalment receipt arrangements over certain assets (broadly, direct and indirect interests
in securities listed for quotation in the official list of an approved stock exchange (such as the ASX) as well as other
securities in widely held entities); and
• To regulated superannuation funds for look through treatment for any limited recourse borrowing arrangements that
satisfy the requirements of the Superannuation Industry (Supervision) Act 1993 (SIS Act).
This look-through treatment ensures that, for most income tax purposes, the consequences of ownership of an instalment
trust asset flow to the entity that has the beneficial interest in the asset, instead of to the trustee.
Some of the underlying securities which are Exchange Traded Funds (ETFs) are quoted on the ASX under the AQUA Rules
and are not considered to be listed securities for the purposes of Subdivision 235-I of the 1997 Tax Act. As a result, such
ETFs would need to satisfy certain widely held requirements. Prospective investors should satisfy themselves that an ETF in
which they propose to have an interest as part of a Westpac VIEW meets and continues while they hold the Westpac VIEW
to meet, the widely held requirements set out in section 235-835 of the 1997 Tax Act. If an ETF temporarily fails to meet the
widely held requirements as a result of circumstance outside the control of an investor, the ETF may be treated as satisfying
the widely held requirements. Investors should obtain their own advice in relation to these widely held requirements.
In addition, the first three paragraphs of section 3.10 Tax Considerations on page 13 of the Original PDS contain statements
which make reliance on the Tax Letter. Accordingly they are updated by the above statements and the Tax Letter should be
read subject to the above statements.

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(b) Capital protected borrowing provisions.
Section 4.1 (b) of the Tax Letter refers to the Benchmark Rate where Division 247 of the Tax Act applies to a Loan.
As explained in the Tax Letter, the Benchmark Rate at a particular time is the Indicator Lending Rate for Standard Variable
Housing Loans published by the Reserve Bank of Australia (RBA) at that time plus 100 basis points. The RBA now publishes
two Indicator Lending Rates for Standard Variable Housing Loans – one for Owner-occupier and one for Investor and
therefore there is some uncertainty about which Indicator Lending Rate should be used for the purposes of calculating the
Benchmark Rate. The ATO released Taxation Determination TD 2016/10 on 22 June 2016 which expresses the Commissioner
of Taxation’s opinion that the published Indicator Lending Rate which should be used for the purposes of calculating the
Benchmark Rate is the RBA’s Indicator Lending Rate for Standard Variable Housing Loans – Investor, which is accessible
on the RBA’s website (www.rba.gov.au/statistics/tables/) and identified as FILRHLBVSI in Table F5 of the RBA’s Statistical
Tables (i.e. 5.80% per annum as at May 2018 so that the Benchmark Rate would be 6.80% per annum where the Interest
Amount is incurred during that month). If investors rely on the Taxation Determination (by acting in accordance with
the Taxation Determination), the Commissioner must apply the law to the investor in the way set out in the Taxation
Determination unless the law may be applied in a way that is more favourable.
Accordingly, the Tax Letter should be read subject to the above statements.
(c) Timing of deductions for interest – Individuals or small business entities.
The first paragraph under Section 4.2(a) of the Tax Letter is deleted and replaced by the following in respect of the
2016/2017 tax year and later years:
“Where an investor is an individual or a small business entity (i.e. a business with annual turnover of less than $10 million),
the investor should be able to claim a deduction for the Adjusted Interest Amount at the time it is paid (i.e. upfront) if the
Adjusted Interest Amount is less than $1,000 or:”
(d) Attribution Managed Investment Trust (AMIT) tax regime.
Section 5.3 of the Tax Letter provides general information in relation to the tax treatment of distributions by a trust
(other than a public trading trust). The new tax regime applies to unit trusts, including listed unit trusts, that are managed
investment trusts that meet certain requirements to make and which do make an irrevocable choice to be an “attribution
managed investment trust” (which can take effect no earlier than 1 July 2015).
The tax consequences of holding Underlying Securities that are units in a Listed Entity that is an AMIT are somewhat similar
to holding units in a Listed Entity that is not an AMIT, although there are some differences. For example, the CGT cost base
of an investor’s units in an AMIT will be subject to both downward and upward adjustments to reflect differences between
a trust distribution received and the taxable member components (eg a downward adjustment where a trust distribution
is greater than the investor’s taxable member components (sometimes referred to as a “tax deferred distribution”) or
an upward adjustment where a trust distribution is less than the investor’s taxable member components (i.e. there is
assessable “non-cash income” of the AMIT). A net downward adjustment to the CGT cost base of an investor’s units
may result in a capital gain.
There are a number of other changes which may result in the tax treatment of an AMIT being different to that of a unit trust
that is not an AMIT. If investors wish to acquire Underlying Securities in a Listed Entity that is an AMIT they should seek their
own advice on the potential impact of acquiring the relevant Underlying Securities.
Accordingly, the Tax Letter should be read subject to the above statements.
(e) Non-resident investors.
The fourth paragraph under Section 3.10 Tax Considerations on page 13 of the Original PDS is deleted and replaced
by the following:
“Non-resident investors should be aware that a 12.5% non-final withholding tax may apply to payments made to them
in respect of the disposal of certain taxable Australian property under contracts entered into on or after 1 July 2017.”
(f) Stamp duty.
Mortgage duty is no longer imposed in any State or Territory of Australia in respect of securities granted and secured
loans made on or after 1 July 2016.
Accordingly, the Tax Letter should be read subject to the above statement.

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9. Net Nominees Limited.
In Section 7.1, on page 44 of the Original PDS, the first paragraph is deleted and replaced with:
“The Underlying Securities are held by Net Nominees Limited (ABN 94 090 122 375) as Security Trustee on trust for
Holders (subject to any Security Interest of Westpac). The Trust Deed sets out the rights, powers, obligations and liabilities
of the Security Trustee and each Holder in relation to the Underlying Securities.”
In Section 8.17(b) on page 53 of the Original PDS, “Westpac’s Authorised Representative” is deleted.
In Section 12.1 on page 71 of the Original PDS the first sentence is deleted and replaced with:
“Before you invest in Westpac VIEWs, it is important that you have read the terms and conditions set out
in this PDS, the relevant SPDS and the Westpac Instalment Warrants Financial Services Guide (available at
www.westpac.com.au/structuredinvestments).”
10. Discretion to amend Terms of Issue.
In order to reflect changes to the ASX Operating Rules, throughout the Original PDS, delete all references to the
requirement for ASX consent in relation to the exercise of Westpac’s discretion to:
• Bring forward the Completion Date to an Accelerated Completion Date for a Series of Westpac VIEWs; or
• Adjust the terms of, or reconstruct, the Westpac VIEWs in the event of a Corporate Action; or
• Modify, vary, alter, delete from or add to the Terms if the amendment is necessary in the opinion of Westpac to comply
with any statutory or other requirements of law or any requirement of the ASX, or to rectify any defect, manifest error
or ambiguity in the Terms where the amendment does not materially prejudice the interests of Holders.
11. Terms of Issue.
As a consequence of changes to the Terms of Issue:
The following is added after the last paragraph under Section 4.2(b) on page 16 of the Original PDS:
“For a Westpac VIEW, Westpac will not exercise the discretion to treat money as unclaimed money referred to in
Section 10.21.”
The first paragraph under Section 7.1 (b) on page 44 of the Original PDS is deleted and replaced with the following:
“The liability of the Security Trustee for losses or liabilities arising under or in connection with the Trust Deed is limited
to the extent to which the Security Trustee is actually indemnified against those losses or liabilities out of the property
of the Separate Trusts, provided that the loss was not caused by the Security Trustee’s own dishonesty (or that of its
officers or employees), a breach of trust or its own gross negligence.”

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Important Notices.
Currency of information.
This information in this SPDS is current at the time of issue but may change from time to time. Where such
a change is not materially adverse, Westpac may update the information by posting a notice on its website at
www.westpac.com.au/structuredinvestments. If you would like a free paper copy of that updated information,
please contact Westpac on 1800 990 107. Where there is any change to, or any significant event that affects any
of the required information in this SPDS, Westpac will make an ASX announcement and (if necessary) issue
another SPDS.
Underlying Securities and Listed Entities.
References in this SPDS to an Underlying Security are included solely for the purpose of identifying the Underlying
Securities, and references in this SPDS to a Listed Entity are included solely for the purpose of identifying the issuer
of those Underlying Securities. These references are not an express or implied endorsement of Westpac VIEWs by
any Listed Entity, and no Listed Entity has authorised or been involved in the preparation of this SPDS. Information
in this SPDS relating to Underlying Securities or a Listed Entity has been prepared by Westpac using publicly available
information only and has not been independently verified. To the extent permitted by law, Westpac does not accept
any liability or responsibility for, and makes no representation or warranty (express or implied) as to, the accuracy
or completeness of such information. Investors should make their own enquiries.
This is not investment advice.
You should seek your own financial advice in relation to any decision to invest in Westpac VIEWs. The information in this
SPDS is for general information only and does not take into account your investment objectives, personal circumstances,
financial situation or needs. You should read the whole of this SPDS and the PDS and consider all of the risk factors and
other information concerning Westpac VIEWs before deciding to invest. If you have any questions, you should obtain
independent legal, financial and taxation advice.
Conflicts of interest.
Members of the Westpac Group, and directors and employees of such entities, may buy and sell Westpac VIEWs
and other financial products or securities related to Westpac VIEWs or the Listed Entities in their absolute discretion,
including undertaking hedging strategies, either as principal or as agent. This trading may impact positively or negatively
on the price at which Westpac VIEWs trade on the ASX.
Westpac VIEWs are not investments in Westpac.
An investment in Westpac VIEWs is not an investment in or deposit with Westpac or any member of the Westpac Group.
Neither Westpac nor any associate of Westpac in any way guarantees the capital value or performance of Westpac VIEWs.
Offering restrictions.
None of Westpac VIEWs, the securities transferred under a Westpac VIEW, the PDS or this SPDS have been or will be
lodged or registered under the securities laws of any other jurisdiction outside Australia. Further, the distribution of this
SPDS in jurisdictions outside Australia may be restricted by law, and therefore persons into whose possession this SPDS
comes should seek advice on and observe any such restrictions. Failure to comply with relevant legislation may violate
those laws. This SPDS is not an offer or invitation in relation to Westpac VIEWs in any place in which, or to any person to
whom, it would not be lawful to make such an offer or invitation. Neither Westpac VIEWs, any securities transferred under
a Westpac VIEW nor this SPDS have been or will be lodged or registered under the United States Securities Act of 1933
(as amended) (Securities Act) and may not be offered or sold directly or indirectly in the United States or to or for the
account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act), except in transactions exempt from
the registration requirements of the Securities Act. Westpac VIEWs will not be admitted for trading by the United States
Securities and Exchange Commission, any State Securities Commission, the Commodity Futures Trading Commission under
the United States Commodity Exchange Act or any other regulatory authority.
Admission to trading status on the ASX.
An application has been or will be made to the ASX to enable each Series of Westpac VIEWs offered under the PDS and
this SPDS to be admitted to trading status on the ASX within seven days after the date of this SPDS. The fact that the ASX
may admit the Westpac VIEWs to trading status is not to be taken in any way as an indication of the merits of Westpac
or of the Westpac VIEWs. In admitting the Westpac VIEWs to trading status, the ASX has not authorised nor caused the
issue of the PDS or this SPDS and is not in any way a party to or concerned in authorising or causing the issue of the PDS
or this SPDS or the making of offers or invitations with respect to the Westpac VIEWs. The ASX takes no responsibility for
the contents of the PDS or this SPDS. The ASX makes no representation as to whether the PDS, this SPDS or the Westpac
VIEWs comply with the Corporations Act or the ASX Operating Rules. To the extent permitted by law, the ASX will be
under no liability for any claim whatsoever, including for any financial or consequential loss or damage suffered by you or
any other person, where that claim arises wholly or substantially out of reliance on any information contained in the PDS
or this SPDS or any error in or omission from the PDS or this SPDS.

© 2018 Westpac Banking Corporation ABN 33 007 457 141 AFSL and Australian credit licence 233714. WPBW1855 0618

Westpac Vanilla
Instalment Equity
Warrants
Product Disclosure Statement
Issued by Westpac Banking Corporation
ABN 33 007 457 141 AFSL 233714
Dated 14 April 2014
Issued by Westpac Banking Corporation ABN 33 007 457 141, Australian Financial Services Licence number 233714. WPBW1179 (0417) 361493

Impor tant Notices
Product Disclosure Statement
This document is a Product Disclosure Statement (PDS) dated
14 April 2014 and relates to the issue of Westpac Vanilla
Instalment Equity Warrants (Westpac VIEWs). Westpac Banking
Corporation ABN 33 007 457 141 (Westpac) is the issuer of this
PDS and Westpac VIEWs. Westpac holds an Australian Financial
Services Licence (AFSL), number 233714.
Supplementary Product Disclosure Statements
This PDS contains general information about Westpac VIEWs. This
PDS is not a stand-alone document. The additional information
relating to each Series of Westpac VIEWs will be set out in a
Supplementary Product Disclosure Statement (SPDS). The SPDS
for each Series should accompany this PDS and should be read in
conjunction with this PDS. Please contact Westpac on 1800 990 107
if the relevant SPDS does not accompany this PDS.
Updating of information in this PDS
The information in this PDS is current as at the date of
this PDS but may change from time to time. Where such
a change is not materially adverse, Westpac may update
the information by posting a notice on its website at
www.westpac.com.au/structuredinvestments. If you would
like a free paper copy of that updated information, please
contact Westpac on 1800 990 107. Where there is any material
change to, or any significant event that affects, any of the
required information in this PDS, Westpac will make an ASX
announcement and (if necessary) issue an SPDS.
No representation other than in this PDS
Potential investors should only rely on the information in this PDS
and any SPDS. To the extent permitted by law, any information
or representation not contained in this PDS or any SPDS may not
be relied upon as having been authorised by Westpac or any
member of the Westpac Group.
Underlying Securities and Listed Entities
References in this PDS or any SPDS to an Underlying Security
are included solely for the purpose of identifying the Underlying
Securities, and references in this PDS or any SPDS to a Listed
Entity are included solely for the purpose of identifying the issuer
of those Underlying Securities. These references are not an
express or implied endorsement of Westpac VIEWs by any Listed
Entity, and no Listed Entity has authorised or been involved
in the preparation of this PDS or any SPDS. Information in this
PDS and any SPDS relating to Underlying Securities or a Listed
Entity has been prepared by Westpac using publicly available
information only and has not been independently verified. To the
extent permitted by law, Westpac does not accept any liability
or responsibility for, and makes no representation or warranty
(express or implied) as to, the accuracy or completeness of such
information. Investors should make their own enquiries.
Westpac VIEWs are not investments in Westpac
An investment in Westpac VIEWs is not an investment in or
deposit with Westpac or any member of the Westpac Group.
Neither Westpac nor any associate of Westpac in any way
guarantees the capital value or performance of Westpac VIEWs.
This is not investment advice
You should seek your own financial advice in relation to any
decision to invest in Westpac VIEWs. The information in this PDS
is for general information only and does not take into account
your investment objectives, personal circumstances, financial
situation or needs. You should read the whole of this PDS and
consider all of the risk factors and other information concerning
Westpac VIEWs before deciding to invest. If you have any
questions, you should obtain independent legal, financial and
taxation advice.


Offering restrictions
None of Westpac VIEWs, the securities transferred under a
Westpac VIEW or this PDS have been or will be lodged or
registered under the securities laws of any other jurisdiction
outside Australia. Further, the distribution of this PDS in
jurisdictions outside Australia may be restricted by law, and
therefore persons into whose possession this PDS comes should
seek advice on and observe any such restrictions. Failure to
comply with relevant legislation may violate those laws. This PDS
is not an offer or invitation in relation to Westpac VIEWs in any
place in which, or to any person to whom, it would not be lawful
to make such an offer or invitation. Neither Westpac VIEWs, any
securities transferred under a Westpac VIEW nor this PDS have
been or will be lodged or registered under the United States
Securities Act of 1933 (as amended) (Securities Act) and may
not be offered or sold directly or indirectly in the United States
or to or for the account or benefit of U.S. Persons (as defined
in Regulation S under the Securities Act), except in transactions
exempt from the registration requirements of the Securities Act.
Westpac VIEWs will not be admitted for trading by the United
States Securities and Exchange Commission, any State Securities
Commission, the Commodity Futures Trading Commission
under the United States Commodity Exchange Act or any other
regulatory authority.
No cooling-off rights apply
No cooling-off rights apply to the issue of any Westpac VIEWs.
This means that you cannot withdraw your Application once it
has been made (except as permitted by the Corporations Act).
Admission to trading status on the ASX
An application has been or will be made to the ASX to enable
each Series of Westpac VIEWs offered under any SPDS to be
admitted to trading status on the ASX within seven days after
the date of the relevant SPDS for the Series. The fact that the
ASX may admit the Westpac VIEWs to trading status is not to be
taken in any way as an indication of the merits of Westpac or of
the Westpac VIEWs. In admitting the Westpac VIEWs to trading
status, the ASX has not authorised nor caused the issue of this
PDS or any SPDS and is not in any way a party to or concerned
in authorising or causing the issue of this PDS and any SPDS or
the making of offers or invitations with respect to the Westpac
VIEWs. The ASX takes no responsibility for the contents of this
PDS and any SPDS. The ASX makes no representation as to
whether this PDS and any SPDS or the Westpac VIEWs comply
with the Corporations Act or the ASX Operating Rules. To the
extent permitted by law, the ASX will be under no liability for any
claim whatsoever, including for any financial or consequential
loss or damage suffered by you or any other person, where
that claim arises wholly or substantially out of reliance on any
information contained in this PDS or any SPDS or any error in or
omission from this PDS or any SPDS.
Applications
Applications must be made on the Application Form
accompanying this PDS. Printed copies of the PDS and
the attached Application Form are available free of charge
during the Offer Period to persons in Australia by contacting
Westpac on 1800 990 107. The PDS is also available
during the Offer Period by visiting Westpac’s website at
www.westpac.com.au/structuredinvestments. If the PDS
has been accessed electronically, it must be downloaded
in its entirety.
Glossary
Capitalised terms used in this PDS are defined in Section 9.
Notes

1
Table of Contents
Investment Overview 2
1. Key Features 6
2. Benefits of Investing
8
3. Risks of Investing 10
4. Summary of the Terms of Issue 14
5. Fees and Costs
21
6. Tax Considerations 31
7. Summary of Significant Legal Provisions of the Terms of Issue
44
8. Additional Information 48
9. Glossary 54
10. For
m of Loan Agreement 60
11. Completion Notice 66
12. How to Apply

71
Westpac Vanilla Instalment Equity Warrants Application Form
79

2
Investment Over view
Summary More info
Issuer and
Issuer’s Contact
Details
Westpac Banking Corporation
(ABN 33 007 457 141; AFSL 233714)
GPO Box 3297
Sydney NSW 2001
Phone: 1800 990 107
Email: structured.investments@westpac.com.au
Website: www.westpac.com.au/structuredinvestments
Section 8.1
What are
Westpac
VIEWs?
Westpac VIEWs are leveraged ASX-listed financial products
that give you an interest in ASX-listed securities without the
requirement to pay the full price for the security upfront. Westpac
VIEWs are a way of borrowing to invest in ASX-listed securities.
Each Westpac VIEW provides you with:
• a limited recourse Loan from Westpac;
•
a Beneficial Interest in an Underlying Security which is held on
trust for you by the Security Trustee;
• the ability to benefit from any Dividends and related franking
credits (subject to eligibility and any deduction for Tax); and
• the ability to obtain full legal title to the Underlying Security
at any time by making the Completion Payment (repaying the
Loan).
Sections 1 and
4
What are the
Underlying
Securities?
The Underlying Securities are shares in ASX-listed companies or
units in ASX-listed unit trusts. These companies and unit trusts are
generally subject to the continuous disclosure regime under the
Corporations Act and ASX Listing Rules.
The particular Underlying Securities that apply to your Westpac
VIEW will be set out in the relevant SPDS, which must be read
together with this PDS.
See the
relevant SPDS
for the Series
FeaturesThe particular features of Westpac VIEWs are as follows:
•
interest on the Loan Amount is paid upfront, either as part of
the First Payment (paid by a Cash Applicant) or as a deduction
from the Loan (made to a Securityholder Applicant or Rollover
Applicant);
•
Dividends (less any necessary deductions for Tax) for the
applicable Underlying Security will be paid to your nominated
bank account;
•
any Special Dividends (less any necessary deductions for Tax)
will generally be used to reduce your Loan Amount;
•

you may also be entitled to any franking cr
edits attached to
those Dividends (subject to eligibility).
Sections 1 and
4
The termThe term will ordinarily be two years from the Issue Date, but may
be shorter or longer.
See the
relevant SPDS
for the Series

3
What are the
different ways
you can acquire
Westpac
VIEWs?
There are four ways to acquire Westpac VIEWs:
1. Cash Application – where you make the First Payment in cash.
Part of the First Payment is used to pay the Interest Amount.
The balance of the First Payment, together with the Loan, is used
to acquire the Underlying Security, which is held on trust for you
by the Security Trustee. You must also pay to Westpac with your
First Payment any Adviser Service Fee you agree to pay to your
adviser under the Adviser Service Fee Facility.
2. Securityholder Application – where you transfer securities that
you already hold to the Security Trustee.
Part of the Loan is used to pay the Interest Amount and any
Adviser Service Fee. The balance of the Loan (if any) is paid to you
as a Securityholder Cash Back to use for business or investment
purposes other than investment in residential property. The securities
transferred to the Security Trustee will then be held on trust for you.
The Securityholder Application is not available to superannuation
entities because they are subject to restrictions on borrowing and
on types of investments under the SIS Act.
3. Rollover Application – where you roll your Existing Westpac
VIEWs into a new Series of Westpac VIEWs over the same
Underlying Security (if available).
–
Some or all of the Loan for your new Westpac VIEW is used to
make the Completion Payment for your Existing Westpac VIEW
and to pay the Interest Amount and any Adviser Service Fee for
your new Westpac VIEW.
– If the Loan for your new Westpac VIEW, plus any Prior Series
Rebate, is not sufficient to cover these amounts, you will need to
pay the shortfall to Westpac as a Rollover Payment.
–
If the Loan for your new W
estpac VIEW, plus any Prior Series
Rebate, exceeds the amount required to cover these amounts, you
will receive the surplus as a Rollover Cash Back to use for business
or investment purposes other than investment in residential
property.
–
If the Loan for your new Westpac VIEW, plus any Prior Series
Rebate, equals these amounts, you will not need to make a Rollover
Payment, nor will you be entitled to receive a Rollover Cash Back.
–

The Underlying Security will continue to be held on trust for you

by the Security Trustee.
An Adviser Service Fee may also be payable in connection with a
Rollover Application.
Please note that trustees of superannuation entities are not
eligible to make Rollover Applications.
Section 4.1
Applications can be made by completing the relevant Application
Form accompanying this PDS.
Minimum application amounts apply as follows:
•
the total First Payment for Cash Applicants must be $2,000 or
greater;
•

for Securityholder Applicants, the minimum number of

securities set out in the relevant SPDS for the Series; and
•

for Rollover Applicants, the minimum value of the warrants

being rolled over is $2,000,
though Westpac may waive these minimum requirements in
exceptional circumstances.

4
4. Purchase on-market – where you purchase Westpac VIEWs
on the ASX during their Term. You may execute trades directly or
through a broker on-market or by way of an off-market transfer.
When you buy or sell Westpac VIEWs on the secondary market,
the only amount paid or received by you will be the purchase or
sale consideration (adjusted for any brokerage or commission paid
to your broker).
What factors
affect the value
of Westpac
VIEWs?
A range of factors affect the value at which Westpac VIEWs trade
on the ASX.
These include:
•
the market price of the Underlying Security and the volatility of
that price;
• the Loan Amount (degree of leverage);
•
the Interest Rate applicable to the Loan Amount;
• the timing and expected amount of Dividends to be paid on
the Underlying Security;
• the time remaining until the Completion Date; and
•
general investment factors, such as investor confidence,
the strength of the Australian and global economies, and
government policy and laws which affect the price and trading
of financial products.
Section 3.2
During the TermAt any time during the Term, you can:
•
sell your W
estpac VIEWs on the ASX (subject to there being
sufficient liquidity, although Westpac will (as and when
practicable) arrange for buy (or ‘bid’) quotations to be provided
for Westpac VIEWs on the ASX to assist in maintaining liquidity
in compliance with section 2 of the ASX Operating Rules);
•
make the Completion Payment (r
epay the Loan) and take full
legal title to the Underlying Security; or
•
roll your current Series of Westpac VIEWs into a new Series of
Westpac VIEWs over the same Underlying Security (if available).
Please note that trustees of superannuation entities are not
eligible to make Rollover Applications.
Sections
4.1(a)(iii)
and 4.3
At maturityOn the Completion Date, you can:
•

do nothing, in which case W
estpac will sell the Underlying
Securities, pay off the Loan and then pay the net proceeds (if
any) to you as an Assessed Value Payment;
•

make the Completion Payment and take full legal title to the

Underlying Securities; or
•
roll your current Series of Westpac VIEWs into a new Series of
Westpac VIEWs over the same Underlying Security (if available).
Please note that trustees of superannuation entities are not
eligible to make Rollover Applications.
Section 4.5

5
Fees and costsWhen you acquire a Westpac VIEW, you must pay the Interest
Amount.
The Interest Amount is a fixed amount based on a number of
factors, including the Loan Amount, the Interest Rate, the number
of days until the Completion Date, other factors such as the
volatility and liquidity of the Underlying Security and the costs
associated with Westpac’s hedging arrangements in connection
with Westpac VIEWs.
If you do not provide your TFN, ABN or proof of exemption to
Westpac or the Registry, you may be required to pay the TFN
Amount in respect of Dividends paid on the Underlying Securities.
Section 5
Adviser Service
Fee Facility
If you agree to pay your adviser a fee in connection with applying
for Westpac VIEWs, you may request to use the Adviser Service
Fee Facility as a simple way to make that payment. Under the
Adviser Service Fee Facility, you appoint Westpac as your agent
to pay to your adviser on your behalf your specified Adviser
Service Fee amount. Westpac does not keep any portion of the
Adviser Service Fee.
Section 5.5
Factors that
influence the
Interest Rate
The Interest Rate is affected by Westpac’s costs in providing
Westpac VIEWs. Westpac will determine the Interest Rate based
on its cost of providing the Loan to you. The Interest Rate will
depend on Westpac’s ability to obtain funding in the wholesale
money market, together with other factors which include:
•

pr
evailing interest rates set by the Reserve Bank of Australia;
•
interest rate levels in the money market;
•

W
estpac’s costs in market-making for Westpac VIEWs;
•
Westpac’s risk management and resourcing costs; and
•
W
estpac’s margin in relation to monies advanced under the Loan.
Section 5.4
Ta x
considerations
A general summary of the taxation implications for investing in
Westpac VIEWs is set out in Section 6. However, your tax position
will depend on your individual circumstances and you should seek
your own independent professional taxation advice.
Section 6
Series of
Westpac VIEWs
Westpac is offering various Series of Westpac VIEWs. Details of
each Series will be specified in the relevant SPDS for the Series,
including the Underlying Securities, the Loan Amount (Completion
Payment) and the Completion Dates.
See the
relevant SPDS
for the Series
Admission to
trading status
on the ASX
Westpac VIEWs will be quoted and tradeable on the ASX.See the
relevant SPDS
for the Series
Offer Period
opens
On the date specified in the relevant SPDS for each Series.See the
relevant SPDS
for the Series
Issue size per
Series
As specified in the relevant SPDS for each Series.See the
relevant SPDS
for the Series
RegistryComputershare Investor Services Pty Limited
(ABN 48 078 279 277)
Level 4, 60 Carrington Street
Sydney NSW 2000
Phone: 1300 850 505
Website: www.computershare.com

6
1. Key Features
This Section provides a brief description of the key features of Westpac VIEWs. You should read this PDS and
the relevant SPDS in full, including the Terms of Issue, and seek your own independent legal, taxation and
financial advice before making any decision to invest.
1.1 What are Westpac VIEWs?
Westpac VIEWs are leveraged ASX-listed financial products that provide you with many of the benefits
associated with ownership of ASX-listed securities. These benefits include exposure to price movements in the
Underlying Securities, as well as Dividends and related franking credits (depending on your circumstances),
without the requirement of paying the full price for the Underlying Securities upfront. Each Westpac VIEW
incorporates an interest-bearing Loan from Westpac and provides you with a Beneficial Interest in an
Underlying Security, held on trust for you by the Security Trustee. The Security Trustee, on your behalf, will
mortgage the Security Trustee’s rights in and to the Underlying Security to Westpac to secure the due and
punctual payment of the Loan. You can obtain full ownership of the Underlying Security at any time by making
the Completion Payment (repaying the Loan).
1.2 What impacts the cost of acquiring a Westpac VIEW?
There are a number of factors that impact the value of Westpac VIEWs at the time they are acquired by
Applicants under the terms of this PDS. These factors include:
• the market price of the Underlying Security and the volatility of that price;
• the Loan Amount (degree of leverage);
•
pr
evailing interest rates;
•
the timing and expected amount of Dividends to be paid on the Underlying Security; and
• the time remaining until the Completion Date.
The likely effect each factor has on Westpac VIEWs for Applicants is set out in the table below:
FactorChange in factorLikely impact on the cost
or value of acquiring
Westpac VIEWs
Market price of Underlying
Security
Volatility of Underlying Security
Degree of leverage
Prevailing interest rates
Expected Dividends
Time until Completion Date
This is not an exhaustive set of factors, and these factors will not affect the cost or value of Westpac VIEWs
equally.

7
1.3 Investment lifecycle
PurchaseDuring the TermAt Completion
Buy from Westpac
• Cash Applicant – make the
First Payment in cash.
• Securityholder Applicant –
transfer securities that you
already hold to the Security
Trustee and receive the
Securityholder Cash Back (if
any).
•
Rollover Applicant – roll your
Existing Westpac VIEWs into a
new Series of Westpac VIEWs
over the same Underlying
Securities (if available).*
Buy on-market
• Buy Westpac VIEWs on the
ASX through a broker.
Keep your Westpac VIEWs
•
Dividends – any ordinary
Dividends paid on the
Underlying Securities will be
paid to your nominated bank
account.
Change your approach
• Sell your Westpac VIEWs on
the ASX.
• Make the Completion
Payment (repay the Loan)
and take full legal title to the
Underlying Securities.
•
Roll your current Series of
Westpac VIEWs into a new
Series of Westpac VIEWs
over the same Underlying
Securities (if available).*
•
Do nothing
– Westpac will sell
the Underlying Security, pay
off the Loan and then pay the
net proceeds (if any) to you as
an Assessed Value Payment.
• Make the Completion
Payment – repay the Loan
and take full legal title to the
Underlying Securities.
• Roll your current Series of
Westpac VIEWs into a new
Series of Westpac VIEWs
over the same Underlying
Securities (if available).*
* Please note that trustees of superannuation entities are not eligible to make Rollover Applications.
1.4 Terms of Issue
Westpac VIEWs are governed by the Trust Deed and the Terms (together, the Terms of Issue) and a range
of laws, including the Corporations Act, the ASX Operating Rules and the general law. The material terms
of the Terms of Issue are described in this PDS, and summarised in Sections 4 and 7. To the extent of any
inconsistency with this PDS, the Terms of Issue prevail. The Terms of Issue are available by contacting Westpac
on 1800 990 107.

8
2. Benefits of Investing
2.1 Leverage your exposure to the share market
Westpac VIEWs are leveraged financial products that give you exposure to particular Underlying Securities for
a smaller initial investment than the market price of the Underlying Securities. This leveraged exposure means
you have the potential to benefit from greater returns relative to the initial amount expended, although there
remains a corresponding downside risk due to leverage, as explained in Section 3.3.
2.2 Benefit from capital growth
Australian quoted securities and units in Australian listed unit trusts generally have a proven track record over
the long term of strong capital growth through rising share and unit prices. However, past performance is not
a reliable indicator of future performance.
2.3 Benefit from Dividends and related franking credits
As the holder of a Westpac VIEW, you have a Beneficial Interest in the Underlying Security. This enables you
to receive many of the economic benefits of owning the Underlying Security at a lower cost upfront than if you
were to purchase the Underlying Security itself. All ordinary Dividends paid (subject to any deduction for Tax)
will be paid to your nominated bank account. You will also receive the benefit of any related franking credits
(subject to eligibility).
2.4 Unlock the value of existing security holdings
Apply for Westpac VIEWs as a Securityholder Applicant by transferring securities you already hold to the
Security Trustee and drawing down a Loan. This is a convenient way to unlock the value of existing security
holdings and releases cash to use for business or investment purposes (other than investment in residential
property), without causing a disposal of those securities and potentially incurring capital gains tax.
Superannuation entities are not permitted to invest in Westpac VIEWs by way of a Securityholder Application.
2.5 Roll over your Existing Westpac VIEWs
Apply for Westpac VIEWs as a Rollover Applicant by rolling over your Existing Westpac VIEWs as they
approach maturity into a new Series of Westpac VIEWs (if available). This is a convenient way to effectively
refinance your investment in an Underlying Security by applying for a new Series of Westpac VIEWs over the
same Underlying Security.
Superannuation entities are not eligible to make Rollover Applications.
2.6 Receive the Underlying Securities at any time
You can obtain the full legal title to the Underlying Securities at any time by making the Completion Payment
(repaying the Loan).

9
2.7 Protection through a limited recourse Loan
You access leveraged exposure to the Underlying Security through a limited recourse Loan from Westpac.
This means that you will not be liable to pay any shortfall to Westpac in the event that the market price of the
Underlying Security is less than the Loan Amount when your Westpac VIEW expires on the Completion Date.
Further, while borrowing costs (such as the Interest Amount) are payable with respect to the Loan, depending
on your personal circumstances, you may be able to receive a tax deduction for some or all of the borrowing
costs paid on the Loan.
2.8 No margin calls
As the holder of Westpac VIEWs, you will never be subject to margin calls with respect to the Loan (where you
may be forced to make an unexpected cash payment at short notice) during the Term.
2.9 Active management of your investment is not required
You are not required to take any action or make payments during the Term of your Westpac VIEWs (provided
that you give Westpac or the Registry your TFN or ABN or proof of an exemption). Investment cash flows are
automatically managed, with ordinary Dividends paid on the Underlying Securities paid to your nominated
bank account.
However, you should be aware that the value of Westpac VIEWs may rise or fall during the Term. You have
the option of taking steps to exit your investment in accordance with the Terms of Issue by seeking to sell
your Westpac VIEWs on the ASX or by making the Completion Payment to repay the Loan and acquire the
Underlying Securities prior to the Completion Date.
2.10 Easy to trade
Westpac VIEWs will be quoted and tradeable on the ASX. Westpac is obliged under the ASX Operating Rules
to provide a reasonable bid price. The ability to sell your Westpac VIEWs on the ASX may be impacted by
illiquidity in the market and other matters as set out in Section 3.9.
2.11 Eligible investment for superannuation entities
Westpac VIEWs may be an eligible investment for superannuation entities (including self-managed
superannuation funds) if made by way of a Cash Application or if purchased on the ASX.
Superannuation entities are not permitted to invest in Westpac VIEWs by way of Securityholder Application,
nor are they permitted to make a Rollover Application. Westpac may on application consider requests by a
superannuation entity to refinance Westpac VIEWs already owned. Given the potentially serious consequences
of a breach of the SIS Act and/or SIS Regulations, superannuation entities should obtain their own advice
before seeking to refinance Westpac VIEWs.
2.12 Easy application process
You do not need to provide evidence of your credit history or financial standing to apply for Westpac VIEWs.

10
3. Risks of Investing
3.1 General risks
You should carefully consider the risk factors associated with Westpac VIEWs before making any decision
to invest. This Section highlights the key risks of investing in Westpac VIEWs but does not address all of the
potential risks associated with Westpac VIEWs. Before making any decision to invest, you should carefully
consider the risks and discuss with your financial adviser whether Westpac VIEWs are appropriate for you.
Westpac VIEWs are not guaranteed and you may lose some or all of the money that you have invested.
You should only consider investing in Westpac VIEWs if you have prior experience in options, warrants and
leveraged transactions or are otherwise comfortable with the risk profile of such an investment.
3.2 Factors affecting the value of Westpac VIEWs
As set out in Section 1.2, there are a number of factors that may affect the cost (or value upon acquisition) of
Westpac VIEWs. Similar factors also affect the value of Westpac VIEWs as they trade on the ASX. The value of
Westpac VIEWs is expected to be dependent on a range of factors, such as:
(a) the market price of the Underlying Security and the volatility of that price;
(b) the Loan Amount (degree of leverage);
(c) the Interest Rate applicable to the Loan Amount;
(d) the timing and amount of any Dividends to be paid on the Underlying Security; and
(e) the time remaining until the Completion Date.
These factors will affect the value of Westpac VIEWs to different degrees at different stages during the Term,
and may aggregate to significantly diminish the value of your investment. In certain circumstances, Westpac
VIEWs may expire without any value.
General risks applicable to the equity markets on which the Underlying Securities are traded will also affect
the value of Westpac VIEWs. These include the strength of the Australian and world economies, changes
in interest rates, investor confidence in equity markets, government policy and laws affecting the price and
trading of derivatives.
3.3 Downside risk to leverage
(a) Potential to magnify your losses
The leverage incorporated into your Westpac VIEWs means that the value of your investment may decrease,
as well as increase, at a greater rate compared to a direct holding in the Underlying Securities. The more
highly geared your Westpac VIEWs are, the riskier your investment will be, relative to investing directly in the
Underlying Securities. This has the potential to amplify your losses if there is an adverse price movement in
the Underlying Securities. For example, if the price of an Underlying Security falls, an investment in a Westpac
VIEW over that Underlying Security may reduce by a greater proportion than would otherwise be the case if
you had a direct investment of an equivalent value in the same Underlying Security.
(b) Borrowing costs associated with leverage
The Loan component of your Westpac VIEW means you are liable to pay borrowing costs associated with
the Loan – including the Interest Amount. The more highly geared your Westpac VIEW is, the higher your
borrowing costs will be.

11
3.4 Specific risks
(a) Gearing level may change
The gearing level of a Westpac VIEW in a Series may change materially as the price of the Underlying Security
and the Loan Amount (which may be reduced via the payment of Special Dividends) change throughout the
Term. This has the potential to make a Westpac VIEW more highly leveraged than when it was first acquired,
thereby changing its risk profile.
(b) Non-provision of TFN or ABN or proof of an exemption
You are not legally required to provide your TFN, ABN or proof of exemption to Westpac or the Registry.
However, if you do not provide your TFN, ABN or proof of exemption to Westpac or the Registry, you may be
required to pay the TFN Amount in respect of Dividends paid on the Underlying Securities if the Dividends are
not fully franked. See Section 5.6 for an explanation of the TFN Amount.
Investors who are non-residents at the time of Application, or become non-residents for tax purposes
subsequent to investing in Westpac VIEWs, may have the TFN Amount withheld in respect of Dividends paid
on the Underlying Securities which are not fully franked.
If you do not pay the TFN Amount as required, Westpac may recover the entire amount owing by enforcing
its Security Interest and terminating some or all of your Westpac VIEWs. Please note that Westpac’s rights in
this situation are not limited to enforcing its Security Interest as your obligation to pay the TFN Amount is a full
recourse obligation.
Only superannuation entities who are able to provide a TFN or ABN should consider investing in Westpac
VIEWs. If the Security Trustee is required to withhold an amount of Tax from the payment of a Special
Dividend, an additional loan (immediately payable on a full recourse basis referable to the TFN Amount) will
be used by Westpac to reduce the Loan Amount of the Westpac VIEW. This may have serious implications for
the affected superannuation entity.
3.5 Ability of Westpac to fulfil its obligations
The value of your Westpac VIEWs depends on (among other things) Westpac’s ability to perform its
obligations under the Terms of Issue. These obligations:
•
ar
e not deposit liabilities;
• are not guaranteed by any other party; and
• are unsecured contractual obligations, which will rank equally with Westpac’s other unsecured contractual
obligations and unsecured debt (other than liabilities preferred by law or statute).
In this regard, the Banking Act 1959 (Cth) provides that if Westpac becomes unable to meet its obligations,
Westpac’s Australian assets will be used to meet its Australian deposit liabilities in priority to all its other
liabilities, including Westpac’s obligations under Westpac VIEWs.
Accordingly, you have credit exposure to Westpac and must make your own assessment of Westpac’s ability
to meet its obligations in relation to Westpac VIEWs. Please see Section 8.1 for further information about
Westpac.

12
3.6 Extraordinary Events and Accelerated Completion Dates
The occurrence of an Extraordinary Event may result in the Completion Date for a Series of Westpac VIEWs
being brought forward to an Accelerated Completion Date. This means:
• you may be forced to relinquish your investment in the relevant Series of Westpac VIEWs at a time when
you may not wish to;
• you may need to source the funds to pay the Completion Payment earlier than expected if you wish to
acquire the full legal title to the Underlying Securities; and
• you may not be entitled to a refund of any pre-paid interest.
See Section 4.6 for an explanation of Extraordinary Events and Accelerated Completion Dates.
3.7 Westpac’s discretionary powers
You should note that the Terms of Issue confer a number of discretionary powers on Westpac that may affect
the value of your Westpac VIEWs. These include the power to fix an Accelerated Completion Date where an
Extraordinary Event occurs and the power to vary or make adjustments to the Terms of Issue without your
consent in particular cases. See Section 1.4 for details as to how to obtain a copy of the Terms of Issue.
You do not have the power to direct Westpac about the exercise of any of its discretions. However, in a
number of instances, Westpac may only exercise its discretions with the consent of the ASX and in accordance
with applicable laws.
3.8 Conflicts of interest
Members of the Westpac Group, and directors and employees of such entities, may buy and sell Westpac
VIEWs and other financial products or securities related to Westpac VIEWs or the Listed Entities in their
absolute discretion, including undertaking hedging strategies, either as principal or as agent. This trading may
impact positively or negatively on the price at which Westpac VIEWs trade on the ASX.
3.9 Trading risks
(a) Possible illiquidity of trading market
There is a risk you may not be able to sell your warrants for the price you would prefer to sell in the market.
This could be because there are insufficient orders to buy Westpac VIEWs, or the price at which other investors
are prepared to buy them is lower than you would wish to sell at. Westpac will (as and when practicable)
arrange for buy (or ‘bid’) quotations to be provided for Westpac VIEWs on the ASX to assist in maintaining
liquidity in compliance with section 2 of the ASX Operating Rules.
(b) Suspension of trading in Westpac VIEWs
Trading in Westpac VIEWs on the ASX may be halted or suspended by the ASX in accordance with the ASX
Operating Rules. This may occur, for example, whenever the ASX deems such action appropriate to protect
investors or if Westpac fails to comply with the ASX Operating Rules or the Terms of Issue.
(c) Delisting or suspension of the Underlying Securities
If an Underlying Security is suspended or delisted, any Westpac VIEWs in relation to that Underlying Security
are also suspended or delisted. In these circumstances, your ability to trade your Westpac VIEWs on-market
will be impeded; depending on the circumstances of a delisting, the value of your Westpac VIEWs may be
adversely affected.

13
3.10 Tax considerations
On 10 March 2010, the Assistant Treasurer announced a proposed amendment to the tax legislation to
clarify the capital gains tax treatment of ‘traditional instalment warrants’, to provide ‘look-through’ treatment
for the holders of instalment warrants. A subsequent announcement on 17 January 2011 indicated that
this look-through approach would be extended to instalment warrants over direct and indirect interests in
listed securities, as well as unlisted securities in widely held entities and bundles of these assets. The current
Government confirmed on 14 December 2013 that the proposed amendment to the tax law would proceed
with effect from 1 July 2007. The relevant legislation is expected to be introduced during 2014. No legislation
has yet been introduced into Parliament and investors should monitor developments in this area.
The new legislation has been proposed because the ATO’s technical interpretation of the current income tax
law does not support the ‘accepted’ practice of an investor having absolute entitlement in an underlying asset
that is held on trust solely for the benefit of the investor.
The ATO has indicated that it will not conduct compliance action on tax returns to the extent they are
prepared on the basis that the investor owns the underlying securities up until the enactment of the proposed
changes.
Non-resident investors should also be aware of a proposal to introduce a 10% non-final withholding tax from
1 July 2016, which would apply to the disposal of certain categories of taxable Australian property. The design
and implementation of this proposal is subject to further consultation.
Australian taxation law is complex and the impact of that law on you, in relation to your Westpac VIEWs, may
vary according to your personal circumstances. Further, tax law and practice may vary over time, possibly with
retrospective application. The tax considerations summarised in Section 6 of this PDS provide only a general
guide to the relevant tax implications of investing in Westpac VIEWs. Accordingly, you should seek your own
independent professional tax advice in relation to your investment in Westpac VIEWs, having regard to your
own particular circumstances, to determine whether Australian tax law may adversely affect your investment.
An adverse development in relation to Tax can result in an Extraordinary Event (see the risks associated with
this in Section 3.6).
3.11 Investment by superannuation entities
Complying superannuation entities enjoy significant tax concessions compared with other entities.
Undertaking certain types of investment can cause trustees to breach the governing legislation, a very serious
consequence of which may be the loss of the superannuation entity’s concessional tax status.
Some comments on investment by superannuation entities are set out in Section 8.2 of this PDS, but these are
very general in nature. Trustees of superannuation entities should seek their own independent professional
advice on the suitability of Westpac VIEWs as an investment for a particular superannuation entity before
investing by way of a Cash Application or an on-market purchase. Superannuation entities are not permitted
to make Rollover Applications or Securityholder Applications.
3.12 National Guarantee Fund – not a guarantor in all cases
Claims against the National Guarantee Fund may only be made in respect of trading in Westpac VIEWs
between brokers on the ASX. You cannot make a claim against the National Guarantee Fund in relation to
either the issue of Westpac VIEWs by Westpac under this PDS, the settlement obligations of Westpac arising
from you repaying the Loan, or the expiry of a Westpac VIEW.
The capacity of Westpac and the Security Trustee to settle all outstanding Westpac VIEWs is not guaranteed
by the ASX, the National Guarantee Fund, ASX Clear Pty Ltd or any other body.

14
4. Summary of the Terms of Issue
The full Terms of Issue are available by contacting Westpac on 1800 990 107. To the extent of any
inconsistency with this PDS, the Terms of Issue prevail. You should read and understand the Terms of Issue
before making any decision to invest.
4.1 Acquiring your Westpac VIEWs
(a) Primary market
You can apply for Westpac VIEWs using the Application Form attached to this PDS. Please see Section 12 for
further details on how to apply.
(i) Cash Applicant
If you are a Cash Applicant, you make the First Payment in cash to Westpac. Part of the First Payment, together
with the Loan, is used to acquire the Underlying Security, which is held on trust for you by the Security Trustee.
The First Payment includes the Interest Amount. You must also pay to Westpac any Adviser Service Fee
amount you agree to pay to your adviser through the Adviser Service Fee Facility. The precise allocation
of your First Payment – as between the cost of acquiring the Underlying Securities (less the value of the
Loan drawn down) and the Interest Amount and the Adviser Service Fee (if any) – is determined once your
application monies have cleared (unless agreed otherwise between you and Westpac). The minimum First
Payment for Cash Applicants is $2,000. Please see Section 5.1 for examples of the calculation of the First
Payment for Cash Applicants.
(ii)
Securityholder Applicant
If you are a Securityholder Applicant, you transfer securities you already hold to the Security Trustee. We then
use your Loan to pay the Interest Amount and any Adviser Service Fee amount you agree to pay to your adviser
through the Adviser Service Fee Facility. The rest of your Loan is available to you as a Securityholder Cash Back.
However, unless you instruct Westpac to:
•
pay the Securityholder Cash Back dir
ectly to you, and you provide a National Credit Code declaration
1
; or
• use the Reinvestment Amount to acquire a different Series of Westpac VIEWs,
your Securityholder Cash Back will be automatically applied as a Reinvestment Amount to acquire further
Westpac VIEWs of the same Series.
Please see Section 5.2 for further information and examples of the calculation of the Securityholder Cash Back
for Securityholder Applicants.
The minimum number of securities required for an Application for Securityholder Applicants will be set out in
the relevant SPDS for the Series.
Please note that trustees of superannuation funds cannot apply as Securityholder Applicants.
(iii)

Rollover Applicant

As a general guide, if you wish to roll your Existing Westpac VIEWs into a new Series of Westpac VIEWs over
the same Underlying Security as a Rollover Applicant, the rollover may be undertaken as follows:
•
you must complete the Application For
m as set out in the back of this PDS for the relevant number of
Westpac VIEWs;
•

if you need to make a Rollover Payment, you must pay this amount to W
estpac. On the other hand, you
can access any surplus as a Rollover Cash Back.
1. To the effect that the cash is to be used for business or investment purposes, other than investment in residential property.

15
However, unless you instruct Westpac to:
• pay the Rollover Cash Back directly to you, and you provide a National Credit Code declaration
1
; or
• use the Rollover Cash Back as a Reinvestment Amount to acquire a different Series of Westpac VIEWs,
your Rollover Cash Back will be automatically applied as a Reinvestment Amount to acquire further Westpac
VIEWs of the same Series; and
• upon acceptance of the Application, the new Loan Amount will be advanced to you under the new Series
to be applied towards:
–

the r
epayment of the Loan for your Existing Westpac VIEWs, in order to fully discharge your obligations
to Westpac under that Loan; and
– the Interest Amount payable under your new Series, less any Prior Series Rebate.
You may receive a Rollover Cash Back or be required to make a Rollover Payment at the time of the rollover.
You may also use the Adviser Service Fee Facility to pay an Adviser Service Fee in connection with a Rollover
Application. Please see Section 5.3 for further information and examples of the calculation of the Rollover
Payment and Rollover Cash Back for Rollover Applicants.
Please note that trustees of superannuation entities are not eligible to make Rollover Applications.
At no time during the rollover from your Existing Westpac VIEWs to your new Series is the legal interest in
the Underlying Securities transferred to you from the Security Trustee. The same Underlying Securities for
your Existing Westpac VIEWs will continue to be held on trust for you by the Security Trustee (under your new
Series of Westpac VIEWs).
If you hold other warrants under a different PDS and wish to ‘roll’ them into a Series of Westpac VIEWs under
this PDS, you should have regard to the terms of your other warrants to determine the steps that must be
undertaken in order to determine whether this can be done by way of ‘rollover’ or whether it can only be done
by completing your existing instalment warrant and making a Securityholder Application.
Please contact Westpac on 1800 990 107 for more information as necessary.
(iv)

Acceptance of your Application

Acceptance of your Application will occur when:
• you (by your authorised attorney) and Westpac enter into the Loan Agreement; and
•
W
estpac instructs the Registry to register the issue of Westpac VIEWs to you once the Security Trustee is
or has become the registered holder of the Underlying Securities corresponding to the Westpac VIEWs
and once each Underlying Security has become subject to the Security Interest.
Westpac may accept or reject your Application for any reason (in whole or in part). If your Application is
rejected, Westpac will return any application monies to you without interest. Westpac may elect to accept
Applications for less than the specified minimum application amount or value.
(v)

Confir
mation of your holding
If your Application is accepted, Westpac will send you a confirmation statement setting out:
•
the number and Series of W
estpac VIEWs issued to you;
•

the initial Securityholder Cash Back (if you ar
e a Securityholder Applicant) and how this amount was dealt
with in accordance with your instructions; and
•

the amount of any Rollover Payment or Rollover Cash Back and how this amount was dealt with in

accordance with your instructions; and
•

any T
axes and stamp duties payable.
1. To the effect that the cash is to be used for business or investment purposes, other than investment in residential property.

16
(b) Secondary market
You may be able to purchase Westpac VIEWs on the ASX during their term, subject to there being sufficient
liquidity. You may execute trades directly or through a broker on-market, or by way of an off-market transfer.
When you buy or sell Westpac VIEWs on the secondary market, the only amount paid or received by you will
be the purchase or sale consideration (adjusted for any brokerage or commission paid to your broker). Several
other cash flows occur as a result of the transfer, but no other cash amounts are payable or receivable by you
because the sum of the cash flows is zero. Please see Section 5.7 for details of these cash flows.
4.2 The Loan
Each Westpac VIEW provides you with a limited recourse Loan from Westpac, which is secured by a charge
over the Underlying Security.
(a) Limited recourse Loan The Loan in respect of each Westpac VIEW is limited recourse, which means
that if you do not repay the Loan (make the Completion Payment) on expiry of your Westpac VIEW on the
Completion Date, the only action Westpac can take is to enforce its Security Interest, sell the Underlying
Security and use the sale proceeds to repay the Loan. As a result, even if the sale proceeds are less than the
Loan Amount on the Completion Date, you do not have to pay the shortfall to Westpac.
(b) Loan Amount The Loan Amount for each Westpac VIEW in a Series is initially specified on the date of the
relevant SPDS for the Series and may be adjusted afterwards in accordance with the Terms. You can obtain the
current Loan Amount for a Westpac VIEW in a Series at any time by contacting Westpac on 1800 990 107 or
by viewing it on the ASX website at www.asx.com.au.
The leverage (gearing level) for each Westpac VIEW in a Series can be determined by dividing the current
Loan Amount by the market price of the Underlying Security.
On acquisition of a Westpac VIEW, the Loan Amount is fixed, but it may vary during the Term, for example
where a Corporate Action occurs – see Section 4.7 for more information on Corporate Actions.
Please see Section 10 for further information.
(c) Interest Interest is charged on the Loan Amount in advance. Please see Section 5.4 for further information.
(d) Dividends All ordinary Dividends will be paid to your nominated bank account. This will occur
automatically on or about the dividend payment date for the relevant Dividend if you are the Holder and have
not disposed of the Westpac VIEW over the Underlying Security before the ex-dividend date. Any Special
Dividends paid on the Underlying Security will generally be used to reduce your Loan Amount. Again, this will
occur automatically, usually on the ex-dividend date for the relevant Special Dividend, provided you are the
Holder and have not disposed of the Westpac VIEW over the Underlying Security before that date. You should
also be entitled to receive the benefit of any franking credits attached to Dividends (subject to eligibility).
Please see Section 6 for further information.
(e) Non-provision of TFN or ABN or proof of an exemption to Westpac You are not legally required to
provide your TFN, ABN or proof of exemption to Westpac or the Registry.
However, if you hold a Westpac VIEW and you do not provide your TFN, ABN or proof of exemption to Westpac
or the Registry, the Security Trustee may be required to withhold an amount of Tax from any Dividend paid on the
Underlying Security and pay that amount to the ATO. Similarly, if you are a non-resident and a Dividend is paid
on the Underlying Security which is not fully franked, it may be necessary to withhold an amount of Tax from the
relevant portion of the Dividend that is not fully franked and pay that amount to the ATO. In these circumstances:
•

the r
emainder of the relevant Dividend will be (i) paid to your nominated bank account if it is an ordinary
Dividend; or (ii) used to reduce the Loan Amount of the Westpac VIEW if it is a Special Dividend;
•

W
estpac will lend you an amount equal to the amount of Tax withheld (TFN Amount), which in the case of
a Special Dividend will be used to reduce the Loan Amount of the Westpac VIEW; and
•

the TFN Amount will constitute a full r
ecourse loan by Westpac to you.

17
You will be required to repay Westpac the TFN Amount within five Business Days of the ex-dividend date
for the relevant Dividend. However, in the case of ordinary Dividends, the Security Trustee will automatically
repay the TFN Amount using the Dividend proceeds (and will pay the remaining Dividend amount to you).
In the case of Special Dividends, the Special Dividend and the TFN Amount will generally be used to reduce
the Loan Amount of the Westpac VIEW and you will be required to pay Westpac the TFN Amount within five
Business Days of the ex-dividend date for the relevant Special Dividend. If you do not pay the TFN Amount
within this time, Westpac may recover this amount by enforcing its Security Interest and terminating some or
all of your Westpac VIEWs. Please note that Westpac’s rights in this situation are not limited to enforcing its
Security Interest as your obligation to pay the TFN Amount is a full recourse obligation.
Only superannuation entities who are able to provide a TFN or ABN should consider investing in Westpac
VIEWs. If the Security Trustee is required to withhold an amount of Tax from the payment of a Special
Dividend, an additional loan (immediately payable on a full recourse basis referable to the TFN Amount) will
be used by Westpac to reduce the Loan Amount of the Westpac VIEW. This may have serious implications for
the affected superannuation entity.
Please see Section 5.6 for further information and examples of the calculation of the TFN Amount.
4.3 Disposing of your Westpac VIEWs
There are two ways to dispose of your Westpac VIEWs during the Term.
(a) Sale on-market You can sell your Westpac VIEWs on the ASX during market hours through a broker or
by way of an off-market transfer. The only amount received by you will be the sale consideration, minus any
brokerage or commission paid to your broker. Several other cash flows occur as a result of the transfer, but no
other cash amounts are payable or receivable by you because the sum of these cash flows is zero. Please see
Section 5.7 for further information and details of these cash flows.
(b) Making the Completion Payment You can make the Completion Payment and take full legal title to
the Underlying Securities by submitting a Completion Notice at any time during the Term. The Completion
Payment in respect of each Westpac VIEW is the amount payable to Westpac to require it to direct the
Security Trustee to transfer the full legal title to the Underlying Security to you, and is an amount equal to the
Loan Amount. There is no refund of pre-paid interest if you repay the Loan early.
You can determine the Completion Payment for each of your Westpac VIEWs by contacting Westpac on
1800 990 107.
4.4 How do you make the Completion Payment?
If you wish to make the Completion Payment at any time, you must give Westpac a valid and effective
Completion Notice. A Completion Notice is valid and effective if:
(a) it has been duly completed;
(b)
the Completion Payment in respect of each Westpac VIEW is received by Westpac in cleared funds by
5pm (Sydney time) on the fifth Business Day after the Completion Notice is given; and
(c) the person who gives the Completion Notice is registered as the Holder of the relevant Westpac VIEW
until the cleared funds are received by Westpac.
If your Completion Notice is not valid and effective in respect of all the Westpac VIEWs that are the subject
of the Completion Notice, Westpac may enforce its Security Interest to recover the Completion Payment in
respect of that number of your Westpac VIEWs in respect of which the Completion Notice was not effective.
Assuming the conditions set out in (a), (b) and (c) above have been met, the Security Trustee will transfer full
legal title to the Underlying Securities to you within 20 Business Days of the Completion Notice having been
given. The Security Interest in respect of the Underlying Security will be discharged and the relevant Westpac
VIEW will be cancelled.

18
4.5 At maturity
The Completion Date of your Westpac VIEWs will be specified in the relevant SPDS for the Series. On the
Completion Date, you can do one of the following in respect of each Westpac VIEW you hold:
• do nothing, in which case Westpac will enforce its Security Interest, sell the Underlying Security, pay off the
Loan, and then pay any net proceeds to you as an Assessed Value Payment;
• make the Completion Payment (repay the Loan) and take full legal title to the Underlying Security; or
•

r
oll your existing Westpac VIEWs into a new Series of Westpac VIEWs over the same Underlying Security (if
available).*
Further detail on each of these options is set out below.
Do nothingMake the Completion PaymentRollover to a new Series of
Westpac VIEWs (if available)
If you do not give Westpac a
valid and effective Completion
Notice on or before 5pm
(Sydney time) on the
Completion Date, Westpac may
enforce its Security Interest and
sell the Underlying Security.
In these circumstances, if the
Market Value of the Underlying
Security on the Completion
Date, less the Secured Monies,
is:
•

gr
eater than zero, Westpac
will pay you an Assessed
Value Payment; or
•
equal to or less than zero,
then you will not receive an
Assessed Value Payment.
Westpac will pay you the
Assessed Value Payment (if any)
within 10 Business Days of the
Completion Date.
Please see Section 5.8 for further
information and examples of
the calculation of the Assessed
Value Payment.
If you wish to make the
Completion Payment and take
full legal title to the Underlying
Securities, you must give
Westpac a valid and effective
Completion Notice and make
the Completion Payment, on or
before 5pm (Sydney time) on the
Completion Date.
A Completion Notice is valid
and effective if:
•

it is r
eceived by Westpac by
5pm (Sydney time) on the
Completion Date;
•
it has been duly completed;
• the Completion Payment
in respect of each Westpac
VIEW is received by Westpac
in cleared funds by 5pm
(Sydney time) on the fifth
Business Day after the notice
is given; and
•
the person who gives

the Completion Notice is
registered as the Holder of
the relevant Westpac VIEWs
until the cleared funds are
received by Westpac.
Assuming these conditions have
been met, the Security Trustee
will transfer full legal title to
the Underlying Security to you
within 20 Business Days of the
Completion Date.
If this option is available to
you*, then you can make a
Rollover Application – that is,
an application to roll over your
Existing Westpac VIEWs into a
new Series of Westpac VIEWs
over the same Underlying
Securities.
Your Rollover Application,
together with any Rollover
Payment, if applicable, must be
received by Westpac no later
than 5pm (Sydney time) on the
Completion Date.
See Section 4.1(iii) for further
details.
*Superannuation entities are not eligible to make Rollover Applications.
At least 20 Business Days prior to the Completion Date (10 Business Days in the case of an Accelerated
Completion Date), Westpac will send you an information pack that specifies the number of Westpac VIEWs you
hold in the relevant Series and the Completion Payment for each Westpac VIEW that you hold, and explains
your various options on the Completion Date (including whether you are able to roll your Westpac VIEWs into
a new Series of Westpac VIEWs over the same Underlying Security).

19
4.6 Extraordinary Events and Accelerated Completion Dates
Although each Series of Westpac VIEWs expires on the Completion Date specified in the relevant SPDS for
the Series, Westpac may in its absolute discretion (with the consent of the ASX) bring forward the Completion
Date to an Accelerated Completion Date if an Extraordinary Event occurs.
(a) What is an Extraordinary Event?
An Extraordinary Event includes, but is not limited to:
• the Underlying Securities being subject to a buy-back offer, a takeover bid, a scheme of arrangement or a
demerger;
• Westpac or a Listed Entity being delisted;
•

the Underlying Securities or W
estpac VIEWs being withdrawn from admission to trading status or
suspended; or
• a Trust Tax Change occurring.
Please note that Westpac and the Security Trustee are under no obligation to accept or reject a buy-back offer
made for the Underlying Securities. Please see clause 12 of the Terms (and the further summary in Section 7 of
this PDS) for more detailed information on what constitutes an Extraordinary Event.
(b) What happens if an Extraordinary Event occurs?
If an Extraordinary Event occurs in respect of a Series of Westpac VIEWs, Westpac may in its absolute
discretion (with the consent of the ASX) fix an Accelerated Completion Date, which will become the
Completion Date for that Series of Westpac VIEWs. Please see Section 4.5 for further information on your
various options on the Completion Date (which includes an Accelerated Completion Date).
In these circumstances, Westpac will:
•
give you at least 10 Business Days’ written notice of the Accelerated Completion Date;
•
send you an information pack that explains your various options on the Accelerated Completion Date (see
Section 4.5); and
• make an appropriate ASX announcement.
Westpac will give you a refund in respect of a proportion of the pre-paid Interest Amount calculated as
follows:
(R x D x L) – C
where:
R = an interest rate, determined by Westpac, based on prevailing market interest rates for the days remaining
in the Interest Period and any costs incurred by Westpac in connection with the early termination of funding
arrangements;
D = days remaining in the Interest Period divided by 365
1
;
L = the Loan Amount current at the Accelerated Completion Date; and
C = costs incurred by Westpac in bringing the Completion Date forward and terminating the Loan.
Please note that if the above formula equals a negative amount, the refund will be zero and you will not be
required to make a payment to Westpac.
1. Or 366 if the relevant period includes 29 February.

20
4.7 Corporate Actions
Corporate Actions in respect of a Listed Entity may occur and include (but are not limited to) events such as
the Listed Entity reducing its share capital, declaring a rights issue or reconstructing the Underlying Securities
by way of a consolidation or subdivision.
If a Corporate Action occurs, Westpac will:
•
make an appropriate ASX announcement; and
•
adjust the terms of the Westpac VIEWs to preserve both the rights of Holders and the value of the
Westpac VIEWs. These adjustments will be made in accordance with the Terms and, if required, with the
consent of the ASX.
Please see the Terms (and the further summary in Section 7 of this PDS) for more information.
4.8 No voting rights
As the Holder of Westpac VIEWs, you are not entitled to receive any annual reports or notices of meetings of
the relevant Listed Entity.
You are also not entitled to attend, speak at or vote at any meeting of members (or a class of members) of the
relevant Listed Entity.
You will not become a shareholder or unitholder in the Listed Entity unless you make the Completion Payment
and discharge the Loan.
Further, the Security Trustee will not exercise any right to vote in respect of any Underlying Security (whether in
its own right or on your behalf).
4.9 No participation in dividend reinvestment plans or other share plans
As the Holder of Westpac VIEWs, you cannot participate in any dividend reinvestment plans or other share
plans of Listed Entities associated with the Underlying Securities in which you have a Beneficial Interest.
Further, other Accretions in respect of an Underlying Security will not be distributed, but will form part of the
Underlying Security, and therefore be subject to the Security Interest.

21
5. Fees and Costs
This Section provides a description of the fees and costs associated with an investment in Westpac VIEWs.
Before acquiring Westpac VIEWs, you should speak to your financial adviser or broker to make sure you
understand the fees and costs associated with your investment.
The figures and examples used in this Section are for illustrative purposes only and should not be relied
upon to indicate the level of fees and costs that will actually apply to your Westpac VIEWs. Further, the
examples do not account for any brokerage or commission payable to your broker in connection with
your Westpac VIEWs.
5.1 Cash Application
If you are applying for Westpac VIEWs as a Cash Applicant, you make the First Payment in cash to Westpac.
The First Payment is a variable amount that depends on a number of factors including the market price of
the Underlying Security, the Loan Amount and the Interest Amount due on the Effective Date (generally the
date of Acceptance of your Application). You will also be required to pay with your First Payment any Adviser
Service Fee amount you agree to pay to your adviser under the Adviser Service Fee Facility, as described in
Section 5.5 below.
The First Payment can be determined using the following formula:
First Payment = P – LA + IA
where:
P = the market price of the Underlying Security (at the time of Acceptance of the Application);
LA = the Loan Amount; and
IA = the Interest Amount.
If available, you can obtain indicative amounts of the First Payment for a Westpac VIEW in a Series by
contacting Westpac on 1800 990 107.
Example
This example is for illustrative purposes only.
Assume that you wish to make a Cash Application for Westpac VIEWs over XYZ shares. The market price of
XYZ shares (at the time of Acceptance of the Cash Application) is $27.50 per share, the Loan Amount is $16.00
and the Interest Amount is $1.12. Assume also that no Adviser Service Fee is payable. The calculation of the
First Payment per Westpac VIEW payable on Application is as follows:
First Payment
= P – LA + IA
= $27.50 – $16.00 + $1.12
= $12.62
Therefore, you will need to make a First Payment of $12.62 per Westpac VIEW in cash to Westpac on
Application. In this example, on a minimum application amount of $2,000, you would receive the number of
Westpac VIEWs determined by dividing $2,000 by $12.62, rounded down to the nearest whole number of
Westpac VIEWs, being 158. Any surplus application monies derived from fractional interests will be retained
by Westpac and may be donated to one of the Australian-based charities supported by Westpac.

22
5.2 Securityholder Application
If you are applying for Westpac VIEWs as a Securityholder Applicant, you transfer securities that you already
hold to the Security Trustee and receive a Securityholder Cash Back as a Reinvestment Amount to use for
business or investment purposes (other than investment in residential property).
The Securityholder Cash Back is a variable amount that depends on a number of factors, including the Loan
Amount and the Interest Amount. The Securityholder Cash Back will be applied to pay any Adviser Service
Fee you agree to pay to your adviser under the Adviser Service Fee Facility, as described in Section 5.5 below.
The Securityholder Cash Back can be determined using the following formula:
Securityholder Cash Back = LA – IA
where:
LA = the Loan Amount; and
IA = the Interest Amount.
If available, you can obtain indicative amounts of the Securityholder Cash Back for a Westpac VIEW in a Series
by contacting us on 1800 990 107.
Example
This example is for illustrative purposes only.
Assume that you wish to make a Securityholder Application for Westpac VIEWs over XYZ shares. For each XYZ
share transferred to the Security Trustee, the Loan Amount is $16.00 and the Interest Amount is $1.12. Assume
also that no Adviser Service Fee is payable. The calculation of the Securityholder Cash Back per Westpac
VIEW payable by Westpac to you following Acceptance of your Application is as follows:
Securityholder Cash Back
= LA – IA
= $16.00 – $1.12
= $14.88
Therefore, you will be entitled to receive a Securityholder Cash Back of $14.88 per Westpac VIEW following
Acceptance of your Application. If you agree to pay your adviser an Adviser Service Fee under the Adviser
Service Fee Facility, the Securityholder Cash Back will be applied to pay the Adviser Service Fee on your
behalf.
5.3 Rollover Application
If you are applying for Westpac VIEWs as a Rollover Applicant (if available), you roll your Existing Westpac
VIEWs into a new Series of Westpac VIEWs over the same Underlying Security that is available and either
make a Rollover Payment or receive a Rollover Cash Back to use for business or investment purposes (other
than investment in residential property).
Superannuation entities are not eligible to make Rollover Applications.
Whether you need to make a Rollover Payment, or whether you are entitled to receive a Rollover Cash Back,
depends on a number of factors, including the Loan Amount for your new Westpac VIEW, any Prior Series
Rebate, the Loan Amount (Completion Payment) for your Existing Westpac VIEW, and the Interest Amount.
Any Adviser Service Fee amount you agree to pay to your adviser under the Adviser Service Fee Facility will
be either deducted from the Rollover Cash Back you are entitled to or payable to Westpac along with your
Rollover Payment (as applicable), as described in Section 5.5 below.

23
This can be determined using the following formula:
Rollover Cash Back or Rollover Payment = (NLA + PSR) – (ELA + IA)
where:
NLA = the Loan Amount for your new Westpac VIEW;
PSR = Prior Series Rebate;
ELA = the Loan Amount for your Existing Westpac VIEW; and
IA = the Interest Amount for your new Westpac VIEW.
If the calculation of this amount produces a positive number, then you are entitled to receive the Rollover Cash
Back from Westpac to use for business or investment purposes (other than investment in residential property).
If the calculation of this amount produces a negative number, then you need to make the Rollover Payment to
Westpac. You may direct Westpac to sell down enough Existing Westpac VIEWs to satisfy the Rollover Payment.
If the calculation of this amount is zero, then you are not entitled to receive, and you do not need to pay,
anything.
If a Rollover Application is available, you can obtain indicative amounts of the Rollover Payment or the
Rollover Cash Back (as appropriate) for a Westpac VIEW in a new Series at any time prior to the Completion
Date for your Existing Westpac VIEW by contacting Westpac on 1800 990 107.
Example
This example is for illustrative purposes only.
Assume that you already hold Westpac VIEWs over XYZ shares, and you wish to make a Rollover Application
for a new Series of Westpac VIEWs over XYZ shares. The Loan Amount for your new Westpac VIEW is $22.50,
the Prior Series Rebate is $0.50, the Loan Amount (Completion Payment) for your Existing Westpac VIEW
is $16.00 and the Interest Amount for the upcoming Interest Period for your new Westpac VIEW is $1.12.
Assume also that no Adviser Service Fee is payable. Whether you need to make a Rollover Payment, or
whether you are entitled to receive a Rollover Cash Back, can be determined as follows:
Rollover Cash Back or Rollover Payment
= (NLA + PSR) – (ELA + IA)
= ($22.50 + $0.50) – ($16.00 + $1.12)
= $5.88
Since the calculation of this amount has produced a positive number, you are entitled to receive a Rollover
Cash Back of $5.88 per Westpac VIEW following Acceptance of your Application.
5.4 Interest
Interest is charged on the Loan Amount in accordance with the Loan Agreement. The Interest Amount is a
fixed amount that is pre-paid upon purchase of a Westpac VIEW. The Interest Amount may differ for each
Series of Westpac VIEWs and depends on a number of factors, including the Loan Amount, the Interest Rate
(see Section 5.4(a)), the number of days in the relevant Interest Period and the cost to Westpac of providing
Holders with the protection of a limited recourse Loan.
(a) Interest Rate
An Interest Amount is charged upon purchase of a Westpac VIEW as determined by the Interest Rate, which is
fixed for the Term.

24
The Interest Rate may differ for each Series of Westpac VIEWs. The Interest Rate is determined by Westpac, in
its absolute discretion, based on a number of factors, including:
• the prevailing interest rate level set by the Reserve Bank of Australia;
• interest rate levels in the money market;
•
W
estpac’s costs in market-making for Westpac VIEWs;
•
volatility and liquidity of the Underlying Security;
• volatility, liquidity and costs associated with Westpac’s hedging arrangements in connection with
Westpac VIEWs;
•
Westpac’s risk management and resourcing costs; and
• Westpac’s margin in relation to monies advanced under the Loan.
The Interest Rate is set on the date you purchase your Westpac VIEW and is fixed for the Term. To illustrate,
you might purchase 1,000 Westpac VIEWs over XYZ shares at an Interest Rate of 8.00% for the Term. One
month later you might purchase another 1,000 Westpac VIEWs over XYZ shares, with an Interest Rate of 7.95%
for the Term. You now own 2,000 Westpac VIEWs over XYZ shares but you paid different rates of interest
depending on the date you purchased them.
You can obtain the current Interest Rate for each Series of Westpac VIEWs by contacting Westpac on
1800 990 107.
(b) Interest Amount payable upon purchase of the Westpac VIEWs
The Interest Amount per Westpac VIEW is pre-paid upon purchase of the Westpac VIEW for the period
between the Effective Date to the Completion Date and can be determined using the following formula:
Interest Amount = LA × IR × (D/365
1
)
where:
LA = the Loan Amount;
IR = the Interest Rate; and
D = the number of days in the Interest Period (for a Westpac VIEW).
Example
This example is for illustrative purposes only.
You would like to purchase Westpac VIEWs over XYZ shares. On the date of purchase, the Loan Amount for
each Westpac VIEW is $13.00, the Interest Rate applicable (as determined by Westpac) is 8.0% pa and the
Term is two years. The calculation of the Interest Amount per Westpac VIEW is as follows:
Interest Amount
= LA × IR × (D/365
1
)
= $13.00 × 8.0% × (730/365)
= $2.08
Therefore, when you purchase the Westpac VIEW, you will need to pre-pay an Interest Amount per Westpac
VIEW of $2.08, which forms part of your First Payment.
1. Or 366 if the relevant period includes 29 February.

25
Details of how the Interest Amount is payable are set out below
Who?How is your Interest Amount payable?More information
Cash Applicantsfrom your First PaymentSections 4.1(a)(i) and 5.1
Securityholder Applicantsfrom the proceeds of your LoanSections 4.1(a)(ii) and 5.2
Rollover Applicants*
(if available)
from the proceeds of your new Loan
and any Prior Series Rebate, or if this
amount is not sufficient, by you making an
additional Rollover Payment to Westpac
– you may direct Westpac to sell down
enough Existing Westpac VIEWs to satisfy
the Rollover Payment
Sections 4.1(a)(iii), 4.5 and
5.3
for a Transferee
in respect of the transfer
of a Westpac VIEW on the
secondary market
from the Transferee’s LoanSection 5.7
* Superannuation entities are not eligible to make Rollover Applications.
The Interest Amount per Westpac VIEW may also be determined using the following formula:
IA = FP + LA – P
where:
IA = Interest Amount;
FP = First Payment for the Westpac VIEW (or purchase consideration, if you are an on-market transferee);
LA = the Loan Amount; and
P = the market price of the Underlying Security.
You can also obtain the current Interest Amount for each Series of Westpac VIEWs by contacting Westpac on
1800 990 107.
Example
This example is for illustrative purposes only.
Assume that you wish to acquire Westpac VIEWs over XYZ shares as a Cash Applicant. XYZ shares are trading
at $20.00, the Loan Amount for each Westpac VIEW is $10.00 and the First Payment for the Westpac VIEW
over XYZ is $12.00. No Adviser Service Fee has been agreed between you and your financial adviser.
The Interest Amount per Westpac VIEW over XYZ shares can be determined as follows:
Interest Amount
= FP + LA – P
= $12.00 + $10.00 – $20.00
= $2.00
5.5 Adviser Service Fee
If you agree to pay your adviser an amount (Adviser Service Fee) in connection with applying for Westpac
VIEWs, you may request to use the Adviser Service Fee Facility as a simple way to make that payment. Under
the Adviser Service Fee Facility, you appoint Westpac as your agent to pay to your adviser on your behalf your
specified Adviser Service Fee amount.

26
You must set out in your Application Form the amount of the Adviser Service Fee you would like to pay
through the Adviser Service Fee Facility expressed either as a dollar amount or:
• for Cash Applications, as a percentage of the First Payment for your Westpac VIEWs; or
• for Securityholder Applications or Rollover Applications, as a percentage of the value of the Underlying
Security for each Westpac VIEW you apply for, as at the time the Application for Westpac VIEWs is
Accepted, minus the Loan Amount plus the Interest Amount per Westpac VIEW at that time.
You must also provide your adviser’s payment details. The Adviser Service Fee Facility is not available if you
purchase Westpac VIEWs on the ASX.
For Cash Applications, you will be required to pay to Westpac, with your First Payment, an amount equal to
your agreed Adviser Service Fee, which Westpac will on-pay to your adviser on your behalf.
For Securityholder Applications, your agreed Adviser Service Fee will be deducted from the Securityholder
Cash Back payable to you, and Westpac will pay an amount equal to the Adviser Service Fee to your adviser
on your behalf.
For Rollover Applications in respect of which:
•
you are required to pay Westpac a Rollover Payment, you will be required to:
– pay to Westpac, with your Rollover Payment, an amount equal to your agreed Adviser Service Fee,
which Westpac will on-pay to your adviser on your behalf; or
–

dir
ect Westpac to sell down such number of your Existing Westpac VIEWs to cover the Adviser Service
Fee (in addition to your Rollover Payment); or
•
you ar
e entitled to receive a Rollover Cash Back, Westpac will apply your Rollover Cash Back towards
payment of your agreed Adviser Service Fee on your behalf.
Westpac may refuse your request to use the Adviser Service Fee Facility in respect of any Application.
Example
Assume that you wish to make a Cash Application for Westpac VIEWs over XYZ shares. The market price of
XYZ shares (at the time of Acceptance of your Application) is $27.50 per share, the Loan Amount is $16.00
and the Interest Amount is $1.12. Assume also that you agree to pay to your adviser an Adviser Service Fee
amount equal to 4% of the First Payment amount for each Westpac VIEW you apply for.
The First Payment per Westpac VIEW payable on Application will be $27.50 – $16.00 + $1.12 = $12.62.
Therefore the Adviser Service Fee per Westpac VIEW applied for will be 4% x $12.62 = $0.50 per Westpac
VIEW applied for. You will be required to pay to Westpac, with your First Payment of $12.62 , a further amount
of $0.50 per Westpac VIEW, which Westpac will on-pay to your adviser on your behalf.
This example is included for illustrative purposes only. It is not intended as an indication of any
Adviser Service Fee amount you may agree with your adviser or any other amount in respect of the
Westpac VIEWs.

27
5.6 Amounts receivable and payable during the Term
Dividends are paid to you in cash
If you hold Westpac VIEWs, any ordinary Dividends paid on the Underlying Security will be direct credited to
your nominated bank account on or about the dividend payment date.
Example
This example is for illustrative purposes only.
Assume that you apply for Westpac VIEWs over XYZ shares on 3 February 2015 with an initial Loan Amount
per Westpac VIEW of $21.20. XYZ pays a fully franked ordinary cash Dividend of $0.85 per share with an ex-
dividend date of 16 February 2015 and a payment date of 16 March 2015. On or about 16 March 2015 you
will receive $0.85 per Westpac VIEW held via direct credit to your nominated bank account.
Provided you have given Westpac or the Registry your TFN or ABN or proof of an exemption, you will not be
required to make any additional physical payments during the Term of the Westpac VIEWs.
Non-provision of TFN or ABN or proof of an exemption to Westpac
If you hold Westpac VIEWs and you do not provide your TFN or ABN or proof of an exemption to Westpac
or the Registry, and a Dividend which is not fully franked is paid on the Underlying Security, Westpac may
withhold an amount of Tax from your dividend payment and in the case of a Special Dividend, you may be
required to pay the TFN Amount to Westpac (see Section 4.2(e)).
Example
This example is for illustrative purposes only.
Assume that you apply for Westpac VIEWs over XYZ shares on 3 February 2015, with an initial Loan Amount
(Completion Payment) per Westpac VIEW of $21.20. XYZ pays an unfranked cash Dividend of $0.85 per share
with an ex-dividend date of 16 February 2015, and you have not given your TFN to Westpac or the Registry.
In these circumstances, an amount of Tax will be required to be withheld from the unfranked portion of the
Dividend and paid to the ATO.
Unfranked February 2015 cash Dividend = $0.85
Amount of tax withheld from dividend = $0.40 (assuming a tax rate of 46.5%)
TFN Amount advanced by Westpac = ($0.40)
Amount to be paid to ATO = $0.40
Remainder of February 2015 cash Dividend (unfranked) not withheld = ($0.45)
In these circumstances, the TFN Amount of $0.40 per Westpac VIEW will constitute a full recourse loan by
Westpac to you, which you will be required to pay to Westpac within five Business Days of the ex-dividend
date. Generally, the loan will be automatically repaid as $0.40 of the Dividend will be withheld by Westpac.
You will receive the remaining $0.45 which will be direct credited to your nominated bank account.
If this was instead a Special Dividend, you would be required to pay the TFN Amount to Westpac within five
Business Days of the ex-dividend date as the Special Dividend and the TFN Amount will generally be used
to reduce the Loan Amount (in this case, from $21.20 to $20.35). If you fail to do so, Westpac may recover
this amount by enforcing its Security Interest and terminating some or all of your Westpac VIEWs (see Section
4.2(e)). Please note though that Westpac’s rights in this situation are not limited to enforcing its Security
Interest.
Provided that you have given Westpac or the Registry your TFN, ABN or proof of an exemption, investment
cash flows are automatically managed and you will not be required to make any additional physical payments
during the Term of your Westpac VIEWs.

28
5.7 Buying and selling Westpac VIEWs on the secondary market
As mentioned in Section 4.1(b), when you buy or sell Westpac VIEWs on the secondary market, the only
amount paid or received by you will be the purchase or sale consideration (adjusted for any brokerage or
commission paid to your broker). Several other cash flows occur as a result of the transfer, but no other
physical cash amounts are payable or receivable by you because the sum of these cash flows is zero (as
explained below).
(a) Cash flows occurring on the transfer of a Westpac VIEW
For each Westpac VIEW transferred:
• you (as Transferor) transfer your interest in the Underlying Security to the Transferee (subject to the Security
Interest);
• your Loan Amount is reduced by the Interest Refund;
• you may receive Transfer Costs from Westpac or be required to pay Transfer Costs to Westpac (see Section
5.7(b) below);
•
a new Loan will be made by Westpac to the Transferee on the Transfer Date, which will become the
Effective Date under a new Loan Agreement between Westpac and the Transferee pursuant to which the
Transferee will pre-pay the Interest Amount for the remaining period until the Completion Date; and
• neither you nor the Transferee will be required to make any cash payments, because the remainder of the
new Loan made to the Transferee will be applied to repay your Loan in full.
(b) Transfer Costs
Transfer Costs arise in secondary market transfers of Westpac VIEWs where the Interest Refund paid to the
Transferor does not match the Interest Amount paid by the Transferee.
If you sell Westpac VIEWs on the secondary market and your Interest Refund is:
• less than the Transferee’s Interest Amount, Westpac pays you the difference; or
• more than the Transferee’s Interest Amount, you pay Westpac the difference.
No cash payments are made or received for Transfer Costs. Transfer Costs are netted against the other
cash flows occurring as a result of the transfer. Specifically, your Loan Amount is automatically increased or
decreased as appropriate.
Example: No cash payments required on the transfer of a Westpac VIEW on the secondary market
This example is for illustrative purposes only.
Assume that you (as Transferor) wish to sell your Westpac VIEWs on the ASX to an investor (as Transferee).
The Loan Amount for each Westpac VIEW is currently $18.50, and on the Effective Date the Interest Rate was
9.25% pa. On the Transfer Date, the Term to the Completion Date is 100 days and the applicable interest rate
has increased to 11.25% pa.
The Interest Refund payable to you (as Transferor) can be calculated as follows:
Interest Refund
= $18.50 × 9.25% × (100/365)
= $0.47
The Interest Amount payable by the Transferee can be calculated as follows:
Interest Amount
= $18.50 × 11.25% × (100/365)
= $0.57

29
Therefore, Westpac will pay you Transfer Costs of $0.10 (being the difference between your Interest Refund
and the Transferee’s Interest Amount).
Here, your Loan Amount ($18.50) is automatically reduced by your Interest Refund ($0.47) and the Transfer
Costs ($0.10), meaning the balance of your Loan Amount is $17.93. As you have sold your Westpac VIEW on
the secondary market you have no further obligations with respect to this Loan Amount.
5.8 Amounts payable at maturity
If you do nothing on the Completion Date, Westpac will enforce its Security Interest, sell the Underlying
Security, pay off the Loan and deduct any amounts payable to the Security Trustee and costs and Taxes
associated with the sale of the Underlying Security and enforcement of the Security Interest (the Secured
Monies), and then pay any net proceeds to you as an Assessed Value Payment (see Section 4.5).
Example
This example is for illustrative purposes only.
Assume that you hold Westpac VIEWs over XYZ shares that are approaching maturity, with a current Loan
Amount of $12.00 per Westpac VIEW. If you do not give Westpac a valid and effective Completion Notice on
or before 5pm (Sydney time) on the Completion Date, Westpac may enforce its Security Interest and sell the
Underlying Security.
In these circumstances, if the Market Value of the Underlying Security is $27.00 and the Secured Monies are
$12.14, which includes the Loan Amount ($12.00) and the costs incurred in connection with the sale equal to
0.5% of the sale proceeds ($0.14), the Assessed Value Payment payable to you can be calculated as follows:
Assessed Value Payment = MV – SM
= $27.00 – ($12.00 + $0.14)
= $14.86
where:
MV = the Market Value of the Underlying Security; and
SM = the Secured Monies.
Therefore, you will be entitled to receive an Assessed Value Payment of $14.86 per Westpac VIEW.
If the Secured Monies in this example were equal to or greater than the Market Value of the Underlying
Security, you would not receive an Assessed Value Payment from Westpac, and you would not be required to
make any further payments to Westpac to repay the outstanding Loan Amount.
The amount of the Completion Payment will be set out in the information pack you receive prior to maturity.
The amount of any Assessed Value Payment will be subject to the prevailing Market Value of the Underlying
Security at the point of Completion, so cannot be included in the information pack.
5.9 Adviser remuneration
To the extent permitted by law, Westpac may make certain payments (or provide certain benefits) to approved
financial advisers, brokers and other participating organisations of the ASX in connection with the issue
of Westpac VIEWs. You should ask your financial adviser or broker for more information about any such
arrangements.

30
5.10 Other fees, costs and expenses
(a) Tax liabilities
As noted in Section 5.6 above, you may be required to pay the TFN Amount to Westpac if the Security Trustee
is required to withhold and pay to the ATO an amount of Tax (TFN Amount) from the unfranked portion of the
Dividend paid on the Underlying Security in respect of a Westpac VIEW, and you are a non-resident or you do
not provide your TFN or ABN or proof of an exemption to Westpac or the Registry.
For ordinary Dividends, the Tax amount will generally be withheld by the Security Trustee from the dividend
payment and no further amount will be payable by you. However, in the case of Special Dividends, you may
be required to pay the TFN Amount to Westpac.
Further, where the Security Trustee receives a demand or assessment for any Tax in respect of your Westpac
VIEWs or the Underlying Securities, the Security Trustee may pay that amount and you must pay an amount
equal to such Tax to the Security Trustee on demand.
If GST becomes payable by Westpac or the Security Trustee in connection with any supply made to you under
or in connection with this PDS, then Westpac or the Security Trustee may require you to pay an additional
amount on account of GST.
(b) Other costs
If you do nothing on the Completion Date, or an Accelerated Completion Date on which Westpac has elected
to terminate your Westpac VIEWs, or if Westpac enforces its Security Interest over your Westpac VIEWs (for
example, if you fail to pay the TFN Amount to Westpac), all fees, costs and expenses incurred in connection
with the sale of the Underlying Securities (such as any brokerage or Tax) must be paid by you.
(c) Additional fee disclosure for Westpac VIEWs over units in a managed investment scheme
Westpac VIEWs in respect of Underlying Securities that are, or include, units in a managed investment scheme
(a “Fund”) will constitute a managed investment product. Because certain Series of Westpac VIEWs could
be managed investment products, this PDS is required to include additional information regarding the fees,
charges and deductions relevant to an investment in the Funds. That additional information will be contained
in the relevant SPDS for the Series.

31
6. Tax Considerations
AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED OFFICE) ITALY JAPAN
under the name "Ashurst" under licence from Ashurst LLP. Ashurst LLP is a limited liability partnership registered in England and Wales, and is a
separate legal entity from Ashurst Australia. In Asia, Ashurst Australia, Ashurst LLP and their respective affiliates provide legal services under the
name "Ashurst". Ashurst Australia, Ashurst LLP or their respective affiliates has an office in each of the places listed above.
228020462.06
Ashurst Australia
Level 36, Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
GPO Box 9938
Sydney NSW 2001
Australia
Tel+61 2 9258 6000
Fax+61 2 9258 6999
DX 388 Sydney
www.ashurst.com
14 April 2014
The Directors
Westpac Banking Corporation
Level 5
275 Kent Street
SYDNEY NSW 2000
The Directors
Westpac Vanilla Instalment Equity Warrants(VIEWs)
Australian TaxationConsequences
This letter has been prepared for the purposes of inclusion in the product disclosure statement to
be dated 14 April 2014(PDS) issued byWestpac Banking Corporation (Westpac) in respect of
warrantsreferred to as Westpac Vanilla Instalment Equity Warrantsor Westpac VIEWs(each a
Westpac VIEW). The tax informationset out in this letter is based on Westpac VIEWs issued
Trustand the pro forma Loan Agreement in section 10 of the PDSand does not take into account
any additional or different terms which may be set out in the SPDS for a particular future Series of
WestpacVIEWs.
This letter provides a summary of the main Australian tax issues relevant toinvestorswho satisfy
the assumptions set out belowand is subject to the scope and disclaimer set out below.
Capitalised terms not otherwise defined in this letter have the meaning given to them in the PDS.
1.ASSUMPTIONS
This summary of taxation implications assumes:
(a)an investor is an Australian resident for income tax purposesand will not hold a
Westpac VIEWin carrying on business outside Australia at or through a permanent
establishment of the investoroutside Australia;
(b)an investor:
(i)acquires and holds a Westpac VIEWand the Underlying Security on capital
accountand not on revenue account (e.g.an investor is not carrying on a
business of trading in shares and other securities) or is otherwise subject to
special capital gains tax treatment in section 295-85 of the Income Tax
Assessment Act 1997(such as a complying superannuation fund);
For example, aWestpac VIEW and related Underlying Security should be on
capital account if the intention of the investor at the time of acquiringthe
Westpac VIEW is to hold it as a long term investment to derive assessable
under the terms set out in the PDS, the Deed Poll Warrant Terms, the Deed Poll Declaration of
PAPUA NEW GUINEA SINGAPORE SPAIN SWEDEN UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICA
Ashurst Australia (ABN 75 304 286 095) is a general partnership constituted under the laws of the Australian Capital Territory carrying on practice

32
The Directors, Westpac Banking Corporation 14 April 2014Page 2
228020462.06
distribution incomerather than to make a profit by disposing of the Westpac
VIEW or related Underlying Security.
(ii)does not acquire a Westpac VIEW for speculative, gambling or recreational
purposes;and
(iii)is not an investorto which the taxation of financial arrangements (TOFA)
provisions in Division 230 of the Income Tax Assessment Act 1997applies
(see section 8 below); and
(c)an investoracquiresa Westpac VIEW through an Application or on the Australian
Securities Exchange (ASX) and all transactions enteredinto by the investor in
connection with a Westpac VIEW will be on arm’s length terms.
If the assumptions above do not apply to an investor, the comments in this letter may not
be applicable to the investor and the investor should obtain their own advice having regard
to their particular circumstances.
2.SCOPE AND DISCLAIMER
This tax summaryis of a general nature only and does not take into account the specific
circumstances of any particular investor, the specific terms for a particular Series of
Westpac VIEWs as set out in the SPDS for that Series, orany elections that might be
available to an investorunder theIncome Tax Assessment Act 1936 or the Income Tax
Assessment Act 1997(together, the Tax Act). As the taxationand specificprofile of each
potential investoris different, prospective investors should not rely on this summary as
advice and should seek their own independent advice in relation to the taxation
implications of acquiring a Westpac VIEW(including for Securityholder Applicants, using
the Loan associated with a Westpac VIEW for acquiring investmentsother than Underlying
Securities).
This letter is based on the Australian tax laws and administrative practices applicable as at
9am (Sydney time) on the date of this letter. It should be noted that tax laws (and their
interpretation by the courts) and administrative practices change over time and this may
impact upon the comments made in this tax summary. For example, the Government has
indicated that it will review a number of tax laws that may be relevant to the tax treatment
of transactions connected with the Westpac VIEWs. The comments in this letter are not
binding on the Australian Taxation Office (the ATO) or a State or Territory revenue
authority (an OSR) and there is no assurance that the ATO or an OSR will agree with the
comments in this summary or that any contrary view of the ATO or an OSR would not
ultimately be upheld by a court.
The representatives of Ashurst Australiainvolved in preparing this letter are notlicensed to
provide financial product advice in relation to dealing in securities. Ashurst Australiadoes
not seek to recommend, promote or otherwise encourage any investorto acquire a
Westpac VIEWoffered by Westpacunder the PDS. The information provided in this letter
does not take into account the objectives or circumstances of individual investors and we
recommend that investors obtain their own independent advice before making any decision
to enter into a Westpac VIEW.
3.INCOME TAX TREATMENTOF WESTPAC VIEWS
Each Westpac VIEWcomprises a beneficial interest in an Underlying Security and a limited
recourse Loan. For Cash Applicants, the Loan (together with part of the First Payment) is
used to fund the acquisition of the Underlying Security. ForSecurityholder Applicants, their
existing securities are transferred to the Security Trustee as security for the Loan. For
Rollover Applicants, the Loan is used to repay the Loan in respect of their existing Westpac

33
The Directors, Westpac Banking Corporation 14 April 2014Page 3
228020462.06
VIEW. A new Loan will be provided to investors who acquire their Westpac VIEWs in the
secondary market.
The ATO’sadministrativetreatment for instalment warrants such as Westpac VIEWs is to
treat investors as holding the Underlying Securitiesdirectly for capital gains tax (CGT)
purposes and not to recognise the trust relationship under which the Underlying Securities
are held(a so-called "look-through" approach).
However, it is not clear that this administrative treatment is supported by the current law.
Accordingly, the previous Government announced on 10 March 2010, that the income tax
law would be amended to confirm this administrative treatment for an instalment warrant
over a single exchange traded security in a company, trust or stapled entity. A subsequent
announcement on 17 January 2011 indicated that this look-through approach would be
extended to instalment warrants over direct and indirect interests in listed securities, as
well as unlisted securities in widely held entities and bundles of these assets. The current
Government confirmed on 14 December 2013 that the proposed amendment to the tax law
would proceed with effect from 1 July 2007. The relevant legislation is expected to be
introduced during 2014. No legislation has yet been introduced into Parliament and
investors should monitor developments in this area.
This letter proceeds on the basis that the proposed amendmentsto the income tax law to
extend a look-through approach to instalment warrants such as the Westpac VIEWs will be
madeas announced.
4.LOAN
4.1Deductibility of Interest Amount payable under the Loan
(a)General requirements
Subject to the comments below(including the application of the capital protected
borrowing provisions), the Interest Amount less any amount treated as the cost of a
Notional Put Option under the capital protected borrowing provisions discussed below (the
Adjusted Interest Amount) should generally be deductible to the extent that an investor
expects to derive assessable income (other than capital gains) from the investment
acquired using the Loan (this will be Underlying Securities unless the investor is a
Securityholder Applicant).
Assessable income may include assessable dividends or trust distributions from Underlying
Securitiesacquired using the Loan. To obtain a full deduction for the Adjusted Interest
Amount, an investor must have an expectation to derive assessable income (other than
capital gains) from the investment that exceeds the deductible expenditure in connection
with the investment.
The Adjusted Interest Amount paid under the Loanwill not be deductible merely because
the Loanis secured by existing securities owned by an investor(i.e.where the investoris a
Securityholder Applicantand uses the Securityholder Cash Back to invest in assets other
than Westpac VIEWs).
As deductibility of the Adjusted Interest Amount is dependent on the individual facts and
circumstances of an investorand various provisions in the Tax Act can affect the
deductibility of the Adjusted Interest Amount, investors should obtain their own tax advice
in relation to the deductibility of the Adjusted Interest Amount (and other borrowing costs)
associated with the Loan. Without limiting the matters which should be considered by
investors, investors should consider the capital protected borrowing rules (see below) and
the thin capitalisation rules. In particular, if an investoruses the Loanfor purposes other
than to acquire an interest in Underlying Securities(for example, if an investor is a
Securityholder Applicant and used the Loan for another investment or business purpose),

34
The Directors, Westpac Banking Corporation 14 April 2014Page 4
228020462.06
the investorshould obtain their own advice in relation to whether interest payable under
the Loanshouldbe deductible having regard to the specific purpose of the Loan, as the
comments in this letter may not be applicable to such an investor.
(b)Capital protected borrowing provisions
Under the terms of the Loan, investors are partly protected against a fall inthe aggregate
market value of the investor’s Underlying Securities that are mortgaged to Westpac as
security for the Loan. Accordingly, the capital protected borrowing provisions in Division
247 of the Tax Act should apply and may limit the extent to which the Interest Amount
payable under the Loanis deductible.
Broadly, where Division 247 of the Tax Act applies to a Loan, a portion of the Interest
Amount paid under the Loanmay be treated as if it were incurred for a put option granted
by the lender (Notional Put Option). This shouldform part of the CGT cost base of the
Notional Put Option.
The amount treated as incurred for the Notional Put Option is broadly calculated as the
excess (if any) of the interest payable under the Loanand the interest that would be
payable if the interest rate determined under Division 247 of the Tax Act (the Benchmark
Rate) applied to the Loan.
The Benchmark Rateis the Reserve Bank of Australia’s Indicator Lending Rate for Standard
Variable Housing Loans at that time plus 100 basis points (i.e. 6.95% per annum as at
March2014). On the basis that the Interest Rate will be fixed for the term of the Loanand
the Interest Amount must be paid in advance, investors should use the Benchmark Rate
which applies when they incur a payment for the Interest Amount.
If the limited recourse feature of the Loanis invoked (as a result of the Market Value of an
Underlying Security being less than the Secured Monies on the Completion Date), the
Notional PutOption is taken to be exercised for tax purposes. In addition, to the extent
that Westpac acquires the relevant Underlying Securities, those Underlying Securitiesare
taken to have been disposed of by the investoras a result of the Notional Put Option being
exercised.
If the limited recourse feature of the Loanis not invoked because the Market Value of an
Underlying Security is greaterthanthe Secured Monies on the Completion Date, the
Completion Payment is paid or an existing Westpac VIEW is rolled over to acquire a new
Westpac VIEW, the Notional Put Option is taken to have expired (i.e. lapsed).
Division 247 of the Tax Act may not apply to re-characterise the interest paid under the
Loanin some circumstances. For example, if a Loanis used by an investorthat is a
Securityholder Applicant to acquire a share or option under an employee share scheme.
The tax treatment of the application of Division 247 can be complex and investors should
obtain their own advice on the application of the Division to their circumstances.
4.2Timing of deductions for interest
(a)Individuals or small business entities
Where an investoris an individual or a small business entity (i.e.a business with annual
turnover of less than $2 million), the investorshould be able to claim a deductionfor the
Adjusted Interest Amount at the time it is paid (i.e.upfront) ifthe Adjusted Interest
Amount is less than $1,000 or:
•the interest is in respect of an Interest Period not longer than 12 months ending
on or before 30 June of the next income year; and

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•the Loanis used to acquire:
•Underlying Securities(which will always be the case unless an investor is a
Securityholder Applicant) and the Underlying Securities are shares listed for
quotation on the ASX or units in a unit trust which has at least 300
beneficiaries and is a "widely held unit trust" as defined in section 272-105
in Schedule 2Fto the Income Tax Assessment Act 1936;or
•real property or an interest in real property; and
•where the investorhas obtained, or can reasonably be expected to obtain,
dividends, trust income or rent and no other kind of assessable income(other
than a capital gain or insurance receipt).
However, a small business entity may elect to claim the deduction for the Adjusted Interest
Amount (of $1,000 or more) over the Interest Period to which the interest relates on a
straight line accruals basis rather than upfront.
An Adjusted Interest Amount (of $1,000 or more) which relates to an Interest Period of
over 12 months or which ends after 30 June of the income year after the one in which the
prepaid interest is paid should not be deducted upfront, but should be deducted over that
Interest Period on a straight line accruals basis.
(b)Other entities
If an investoris not an individual or a small business entity, the deduction for the Adjusted
Interest Amount should be spread on a straight line accruals basis over the Interest Period
to which the interest relates.
5.HOLDING UNDERLYINGSECURITIES
5.1Company and public trading trust dividends and franking credits
Investors should include in their assessable income any dividends (including unit trust
dividends paid by unit trusts that are public trading trusts) received in respect of their
Underlying Securities. This also includes any dividends which an investordirects the
Security Trustee to apply in reduction of the Loan Amount.
If the dividends are franked, the investor’s assessable income will generally include any
franking credits attached to the dividends (or the investor’s share of any franking credits
attached to dividends derived through a trust), provided the investoris a "qualified person"
(and, in the case of franked dividends derived through a trust (other than a public trading
trust), the trustee of the trust is also a "qualified person"); see below.
5.2Imputation system
If an investoris a "qualified person" in relation to the dividend, any franking credits
attached to the dividend may be allowed as a tax offset (equal to the amount of the
franking credit on the dividend). Whether an investoris ultimately entitled to a tax offset
or franking credit depends on their particular circumstances. In addition, as this area of
the law is still subject to change (including the proposed amendments for instalment
warrants referred to in section 3 above), an investorshould obtain specific independent tax
advice relevant to their circumstances.

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(a)Refundable tax offset
If the investoris an individual or complying superannuation fund and has a tax offset in
excess of their tax liability, the investormay be entitled to a refund of thatexcess tax
offset.
If the investoris a company, the investorshould not be entitled to a refund of any excess
tax offset, but may convert excess franking credits into tax losses. A franking credit equal
to the franking credit attached to the dividendsreceived should also arise in the company’s
franking account.
(b)45 day holding rule – "qualified person"
An investorshould be a "qualified person" in relation to a dividend paid on their Underlying
Securitieswhere the investorhas held their Underlying Securities"at risk" for 45 days or
more during a relevant qualification period (45 day rule).
Ordinarily, the qualification period is a period commencing when the investoracquired their
Underlying Securities and ending on the 45th day after the ex-date for that dividend (but
excluding the days of acquisition and disposal of the Underlying Securities). Provided an
investoris not under a related payment obligation (broadly, an obligation to pay away the
benefit of the dividend), the investoronly needs to satisfy the 45 day rule once.
If an investoris under a related payment obligation in relation to any dividend, the investor
will need to hold their interest in the Underlying Securities"at risk" for at least 45 days
during the qualification period commencing on the 45th day before the ex-date for the
relevant dividend and ending on the 45th day after the ex-date for that dividend (related
payments rule).
Where an investortransfers existing shares already held by the investoras security for the
Loan, the transfer of the shares to the nominee should not affect the determination of
whether the investoris a qualified person.
Where an investoris entitled to a share of the income of a unittrust which includes franked
dividends, broadly speaking, both the investorand the trustee of the unit trust need to be
qualified persons. However, if the unit trust is a widely held
1
trust, the investorwill
generally only need to have regard to their interest in the unit trust in determining whether
they satisfy the 45 day rule rather than their interest in the underlying shares held by the
unit trust.
Alternatively, for investors who are individuals and who are not under a related payment
obligation, they should be taken to be a "qualified person" where the total franking tax
offsets to which they are entitled in any given income year does not exceed $5,000.
(c)Held "at risk"
To satisfy the 45 day rule or the related payment rule, the Underlying Securitiesneed to
have been held "at risk" for the relevant qualification period. In determining whether their
Underlying Securitiesare held "at risk"during a period, the period does not include any
days where investors have materially diminished risks of lossor opportunities for gain
(which is calculated by reference to a financial concept known as ’delta’).
1
A trust is widely held if 75% or more of the fixed entitlements to the income or capital of the trust are not held,
directly or indirectly, by 20 or fewer unrelated individuals.

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Where the related payment rule applies to investors, investors will also be required to re-
calculate their net position on the 45th day prior to the ex-d ate for each dividend over
which investors have a related payment obligation.
The rules for determining whether an investor holds their Underlying Securities "at risk" are
complex and take into account other arrangements that the investor has entered into
during the period the investor holds an interest in the Underlying Securities (e.g.entering
into options or other derivatives in respect of the Underlying Securities). Accordingly,
investors whose total franking tax offsets in any given income year are expected to exceed
$5,000, should obtain professional advice about their entitlement to a tax offset.
5.3Trust
2
distributions (other than those attributable to dividends)
Trust distributions may include a number of components, including dividends (discussed
above), capital gains and other assessable amounts. The tax treatment of trust
distributions should not be affected if an investor directs the Security Trustee to apply the
trust distributions in reduction of their Loan Amount.
The gain on disposal of certain assets held by a unit trust and/or assets held by the
underlying portfolios in which the unit trust invests (including foreign exchange gains) may
be assessed as income under provisions other than the CGT provisions of the Tax Act and
investors shouldinclude their share of such assessable amounts in their assessable income.
Where a trust distribution is attributable to a taxable capital gains derived by a unit trust in
which an investorholds units, the investor should be taken to make a capital gain equal to
their share of the unit trust’s capital gain. Certain investors (including individuals, trusts or
complying superannuation funds) may be entitled to discount CGT treatment on part or all
of their capital gains attributed to them. Please refer to the general comments on capital
gains in section 6 below.
Where a trust distribution includes amounts which are not part of the net taxable income of
the trust(sometimes referred to as tax deferred distributions), the receipt of such amounts
may result in a reduction of the CGT cost base of the investor’s units in the unit trust or a
capital gain.
5.4Other Accretions in respect of Underlying Securities
In addition tocash dividends and distributions, certain other Accretions may accrue to
investors while they hold an interest in Underlying Securities. Investors should obtain
specific tax advice on these Accretions as and when they arise.
6.CAPITAL GAINS TAX (CGT)
6.1Capital gains and losses
As noted in section 3, this tax summary assumes that, following the Government’s
announced proposal to amend the law,the ATO will treat investors as holding the
Underlying Securitiesfor CGT purposes while they are held by the Security Trustee. In
addition, this tax summary assumes the Underlying Securityis held on capital account or
the investor is subject to specialcapital gains tax treatment (such as a complying
superannuation fund). Other investors will be subject to different tax treatment, including
that they would not have access to the CGT discount discussed in section 6.8 below.
In certain circumstances a CGT event will happen in respect of an investor’s Underlying
Securitiesandany Notional Put Optionthat an investor is taken to acquire under the capital

2
Other than a public trading trust.

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protected borrowing rules. In such a case, it will be necessary to determine the capital
proceeds from the CGT event as well as the CGT cost base and reduced cost base for the
Underlying Securitiesand Notional Put Option. Generally, an investor will make a capital
gainfrom a CGT event happening to an asset when the capital proceeds from the CGT
event exceed the CGT cost base of the asset. An investor will make a capital loss from a
CGT event happening to an asset when the capital proceeds from the CGT event are less
than the CGT reduced cost base of the asset.
In the case of the Underlying Securitiesand any Notional Put Option, as the case may be,
their respective CGT cost base and CGT reduced cost base should generally be the same.
Capital gains, including any trust capital gains attributed to an investor in respect of their
Underlying Securities,are first reduced by any capital losses made in the same tax year
and any net capital losses carried forward from previous tax years. Eligible capital gains
may then be reduced by the capital gains tax discount (see section 6.8below). Any
remaining net capital gain should be included in an investor’s assessable income. If an
investor makes a net capital loss, it cannot be reduced against assessable income, but can
be carried forward to offset capital gains made in future tax years (some investors, such as
companies, are subject to special rules about utilising capital losses and net capital losses
carried forward from previous years).
6.2CGT cost base of Underlying Securities
(a)Cash Applicants and Transferees
The Underlying Securitiesacquired by Cash Applicants and Transferees will generally have
an initial CGT cost base and reduced cost base equal to the amount paid to acquire the
Underlying Securities(including by applying the proceeds of the Loan and the balance of
the First Payment after payment of the Interest Amountand any incidental costs associated
with acquiring the Underlying Securities(such as an Adviser Service Fee)).
(b)Securityholder Applicants and Rollover Applicants
The CGT cost base of Underlying Securitiesheld by a Securityholder Applicant will generally
reflect the original amount paid (including any incidental costs such as brokerage) to
acquire the Underlying Securities.
The CGT cost base of Underlying Securitiesheld by a Rollover Applicant should be
determined on the same basis as for a Cash Applicant when they acquired the original
Westpac VIEWin respect of their Underlying Securities. If a Rollover Applicant pays a
Rollover Payment to Westpac (because the Loan for the new Westpac VIEW plus any Prior
Series Rebate is not sufficient to cover the CompletionPayment for the existing Westpac
VIEW), this should not be included in the CGT cost base of the Underlying Securities
because this is used to pay the Completion Payment for the existing Westpac VIEW and to
pay the Interest Amount and any Adviser Service Fee for the new Westpac VIEW(see
separate comment on the tax treatment of Interest Amounts (see section4 above) and
Adviser Service Fees (see section7 below)).
(c)Transferee
The CGT cost base of Underlying Securitiesheld by a Transferee is the amount that the
Transferee pays to the Transferor for the Westpac VIEW plus the balance of the Loan
Amount remaining after the Interest Amount is paid by the Transferee.
6.3Transfer of Underlying Securitiesto Security Trustee
No CGT event should happen when a Securityholder Applicant transfers their existing
Underlying Securitiesto the Security Trustee.

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6.4Rolloverof existing Westpac VIEW
No CGT should happen when the Security Trustee continues to hold Underlying Securities
for a Rollover Applicant.
Any Notional Put Option which a Rollover Applicant was taken to have in respect of their
existing Westpac VIEW should be taken to expire when the Rollover Application is
accepted. The investor should make a capital loss equal to the CGT reduced cost base of
the Notional Put Option(being any portion of the Interest Amount which is taken to be
incurred for the Notional Put Option as discussed at section 4.1(b) above).
6.5Completion Payment
If an investor pays the Completion Payment (being the outstanding Loan Amount) on or
before the Completion Date, legal title to the Underlying Security will be transferred from
the Security Trustee to the investor. This should not result in any CGT event and the
investor should be treated as if they continued to hold the Underlying Security since they
acquired their original Westpac VIEW.
Any Notional Put Option which the investor was taken to have in respect of their Westpac
VIEW should be taken to expire when the Completion Payment is paid and the Loan
Amount isrepaid. The investor shouldmake a capital loss equal to the CGT reduced cost
base of the Notional Put Option (being any portion of the Interest Amount which is taken to
be incurred for the Notional Put Option as discussed at section 4.1(b)above).
6.6Transfer of Westpac VIEW
If an investor transfers a Westpac VIEW on the secondary market:
•the Transferor’s interest in the Underlying Security will be transferred to the
Transferee;
•the Transferor will be entitled to an Interest Refund, which will be applied to
reduce the Loan Amount;
•where the Interest Refund is less than the Interest Amount paid by the Transferee,
the Transferor will receive the difference as Transfer Costs from Westpac, with the
Transfer Costs being applied to reduce the Transferor’s Loan;
•where the Interest Refund is more than the Interest Amount paid by the
Transferee, the Transferor will pay the difference as Transfer Costs to Westpac,
with the Transfer Costs being paid as an additional advance under the Transferor’s
Loan;and
•a new Loan will be provided to the Transferee, which will be applied to pay the
Interest Amount in respect of the new Loan and repay the Transferor’s existing
Loan in full.
A CGT event should happen on disposal of the Transferor’s interest in the Underlying
Security. The capital proceeds in respect of the disposal shouldinclude the amount paid by
the Transferee for the Westpac VIEW plus the outstanding Loan Amount (after:
•beingreduced by any Interest Refundand any Transfer Costs paid by Westpac; or
•being increased for any Transfer Costs paid to Westpac).
Any Notional Put Option should be taken to have expired when on the Transfer Date and
the Transferor shouldmake a capital loss equal to the reduced cost base of the Notional
Put Option.

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The Interest Refund should be included in the assessable income of the Transferor to the
extent that the Interest Amount was deductible. To the extent that the Interest Amount
was not deductible (because part of it was taken to be the cost of a Notional Put Option),
the Interest Refund shouldreduce the reduced cost base of the Notional Put Option and
therefore shouldreduce any capital loss the Transferor makes when the Notional Put
Option is taken to expire.
Any Transfer Costs received by the Transferor from Westpac should be included in the
Transferor’s assessable income. If the Transferor is required to pay Transfer Costs to
Westpac, the Transfer Costs paidshould be added to the cost base of the Underlying
Securitiesas a cost of transfer.
6.7Doing nothing on Completion Date or Accelerated Completion Date
If the Completion Date or, if there is an Extraordinary Event, the Accelerated Completion
Date occurs and the investor does nothing, the investor should be taken to have disposed
on their interest in the Underlying Security to Westpac and a CGT event will happen.
Where Westpac fixes an Accelerated Completion Date, Westpac will refund a portion of the
InterestAmount to the investor. The refunded amount should be included in the
investor’s assessable income to the extent that the Interest Amount was deductible. To
the extent that the Interest Amount was treated as being attributable to the cost of a
Notional Put Option, the refunded amount should reduce the cost base of the Notional Put
Option.
If the sale price of the Underlying Securities is more than the Loan Amount, the capital
proceeds should be equal to the sale priceof the Underlying Security. The Loan will be
taken to be repaid in full and any Notional Put Option should be taken to have expired and
the investor should make a capital loss equal to the reduced cost base of the Notional Put
Option.
If the sale price of the Underlying Securitiesis less than the Loan Amount, the capital
proceeds should also be equal to the sale price of the Underlying Security. In addition, the
limited recourse feature of the Loan applies so that the investor is not required to pay the
shortfall between the market value of the Underlying Securitiesand the Loan Amount to
Westpac. Based on the long-standing published practice of the ATO,
3
the Commissioner of
Taxation contends that the amount of the shortfall will reduce the reduced cost base of the
Underlying Securitiesonthe basis that the limited recourse feature of the Loan recoups
part of the expenditure incurred to acquire the interest in the Underlying Securities(and
thereby reduce the capital loss that an investor would have made from the Underlying
Securities if t heir reduced cost base was not reduced by the shortfall).
The application of the limited recourse feature should also technically result in a
commercial debt forgiveness under Division 245 of the Tax Act, which can result in certain
tax attributes of theinvestor being reduced. However, where the Loan was used to
acquire the Underlying Securities, and given the limited recourse nature of the Loan, there
should be no practical consequences for the investor as a result of the commercial debt
forgiveness rules applying because the gross forgiven amount should be zero.
Securityholder Applicants (whodo not use the Loan to acquire an interest in Underlying
Securities) should obtain their own advice on the application of the commercial debt
forgiveness rules in these circumstances.
In addition, any Notional Put Option will be taken to have been exercised and the investor
should make a capital loss equal to the sum of thereducedcost base of the investor’s

3
Refer to ATO Interpretative Decision2013/64.

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interest in the Underlying Securities(as adjusted) and the reduced cost base of the
Notional Put Option, less the market value of the Underlying Securities.
6.8Discount capital gains
(a)Individuals, trusts and complying superannuation funds
Investors that are individuals, trusts with certain beneficiaries or complying superannuation
funds may be entitled to discount CGT treatment on the disposal of their interest in the
Underlying Securitieswhere the investoracquired the interest in the Underlying Securities
for CGT purposes at least 12 months prior to the disposal. In the case of an investorthat
is the trustee of a trust, discount CGT treatment will generally only apply to the extent that
the capital gain is attributed to an individual or complying superannuation fund that is the
ultimate beneficiary of the trust.
The time at which an investor acquired their interest in the Underlying Securitieswill
depend on their circumstances. Broadly:
•where an investoris a Cash Applicant, their interest in the Underlying Securities
should be taken to be acquired when their Application is accepted;
•where an investor is a Transferee , their interest in the Underlying Securitiesshould
be taken to be acquired when they enter into the contract to acquire the Westpac
VIEW;
•where an investor is a Securityholder Applicant, their interest in the Underlying
Securitieswill be taken to acquired when they originally acquired the securities
that are transferred to the Security Trustee; and
•where an investor is a Rollover Applicant, their interest in the Underlying
Securitieswill be taken to have been acquired when their application for the
original Westpac VIEW was accepted.
Where discount CGT treatment applies, an investormay reduce their capital gains by 50%
if they are an individual or trust, or by 33
1/3% if they are a complying superannuation
fund. Discount treatment is not available where an indexed cost base is chosen to
determine the amount of any capital gain (indexation would generally only be relevant if a
Securityholder Applicant acquired their existing Underlying Securities on or prior to 21
September 1999).
(b)Companies
Discount CGT treatment is not available to investors that are companies.
7.ADVISER SERVICE FEE
The Adviser Service Fee should generally not be deductible, but should be included in the
CGT cost base and reduced cost base of an investor’s Underlying Securities.
Certain investors, such as Rollover Applicants and Securityholder Applicants, may be able
to claim a deduction for the Adviser Service Fee if it can be demonstrated that the feeis
incurred for managing an existing portfolio of income-producing assetsand not capital in
nature. Such investors should obtain their own advice in this regard.

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8.TAXATION OF FINANCIAL ARRANGEMENTS
Division 230 of the Tax Act operates to tax gains and losses (including foreign exchange
gains and losses) arising from certain "financial arrangements" on revenue account and in
some cases on a compounding accruals basis.
Individuals are generally exempt from the application of Division 230 of the Tax Act, and
superannuation funds, managed investment schemes, financial entities and other entities
which are considered small may be exempt from the application of Division 230 of the Tax
Act, unless they make an election for it to apply. As the application of Division 230 of the
Tax Act is complex and dependent on the facts and circumstances of the investor,
investors should obtain their own advice in relation to the potential applicability of Division
230 of the Tax Act to them, in light of their own individual facts and circumstances.
9.GENERAL ANTI-AVOIDANCE PROVISIONS
The question of the applicability of the general anti-avoidance provisions in Part IVA of the
Tax Act (which can operate to cancel certain tax benefits) is something which can only be
conclusively determined on a case-by-case basis in light of the relevant facts and
circumstances arising for a particular taxpayer. The provisions will apply if a taxpayer
obtains, or would but for the application of Part IVA obtain, a more favourable outcome
(called a "tax benefit") in connection with a scheme that was entered into by any entity for
the dominant purpose of obtaining that tax benefit.
In identifying whether a taxpayerhas obtained a tax benefit, it is necessary to determine,
very broadly, whether the tax outcomes under the scheme entered into by the investor
are more favourable than that which would, or might reasonably be expected to, have
been the tax outcome if the scheme had not been entered into. I n determining a
reasonable alternative to the scheme entered into, an alternative is not discounted merely
because of the tax cost associated with that alternative.
However, even if a tax benefit has been obtained by an investor, Part IVA can only apply if
the scheme was entered into by any entity for the dominant purpose of obtaining that tax
benefit. The existence of a dominant purpose should be determined on an objective basis,
having regard to the list of relevant factual circumstances contained in Part IVA of the Tax
Act.
Investors should not be affected by the general anti-tax avoidance provisions contained in
Part IVA of the Tax Act, provided that theirWestpac VIEWs were not part of a scheme with
the dominant purpose of obtaining a tax benefit.
10.TAX FILE NUMBER (TFN) OR AUSTRALIAN BUSINESS NUMBER (ABN)
This tax summary assumes that an investor will provide their tax file number, Australian
Business Number or proof of exemption to Westpac or the Registry. As noted in the PDS,
if an investor does not provide their tax file number, Australian Business Number or proof
of exemption to Westpac or the Registry, Westpac may be required to withhold an amount
from dividend payment or trust distributions in respect of the investor’s Underlying
Securities.
In addition, the investor may be required to pay the TFN Amount to Westpacas explained
in the PDS. If an investoris required to pay a TFN Amountin respect of tax withheld on a
Special Dividend or Westpac lends money to an investor for a TFN Amount, the investor
should obtain their own advice on the tax treatment of the TFN Amount and, if relevant,
the loan.

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11.GOODS AND SERVICES TAX
GST should not be payable in respect of the issue or transfer of a Westpac VIEW, the
making of the Loanorthe acquisition by ortransfer to the Security Trustee of the
Underlying Securities.
GST will be payable in respect of certain acquisitions of services (i.e.professional advice in
respect of acquiring a Westpac VIEW, insurance, legal services, broking services,
commissions and other transaction fees incurred by Westpac or investors).
If any GST becomes payable by Westpac in connection with a supply made by Westpac to
an investor Westpac can require the investorto pay an additional amount for the GST.
Generally investors will not be entitled to input tax credits in respect of GST on
acquisitions they make, to the extent that they relate to the Loan, a Westpac VIEW or the
Underlying Securities. Where an investorisregistered for GST and their investment
activities are part of an enterprise they carry on, the investormay be entitled to a reduced
input tax credit in respect of some of this GST.
12.STAMP DUTY
No stamp duty should be payable in any Australian State or Territory on the issue of a
Westpac VIEWor the transfer of a Westpac VIEW on the ASX.
The transfer of Underlying Securitiesto the Security Trusteeon acceptance of a
Securityholder Applicationandthe transfer of Underlying Securitiesto an investor whena
Completion Payment is made, may attract duty depending on the nature of the Underlying
Securities. Where the Underlying Securities are listed on the ASX at the time of transfer
(and at the time of any agreement to transfer) and represent less than a 90%interest in
the relevant company or trust (when aggregated with interests of related persons) no duty
should arise. Investors should obtain their ownstamp duty advice in this regard. Based on
our understanding of the security arrangements, we expect that no mortgage duty will be
payable in relation to the grant of the Security Interest to Westpac. In any case, if a
stamp duty liability were to arise on the issue of a Westpac VIEW, the Loan Agreement or
the Security Interest(as opposed to the transfer of Underlying Securities), Westpac has
agreed to pay that stamp duty liability.
Yours faithfully
Ashurst Australia

44
7. Summary of Significant Legal
Provisions of the Terms of Issue
This Section contains a summary of some of the legal terms of the Terms of Issue that have not been discussed
elsewhere in this PDS. To the extent of any inconsistency, the Terms of Issue prevail over this summary. The
Terms of Issue are available by contacting Westpac on 1800 990 107.
7.1 Significant legal provisions of the Trust Deed
The Underlying Securities are held by Net Nominees Limited (ABN 94 090 122 375), Westpac’s Authorised
Representative (as Security Trustee) on trust for Holders (subject to any Security Interest of Westpac). The
financial services offered by the Security Trustee are set out in the Security Trustee’s Financial Services Guide
(FSG) which you should read before you invest in the Westpac VIEWs. You can obtain a copy of the Security
Trustee’s FSG at www.westpac.com.au/structuredinvestments or by contacting us. The Trust Deed sets out
the rights, powers, obligations and liabilities of the Security Trustee and each Holder in relation to the
Underlying Securities.
(a) Nature of the trust and creation of Security Interest The Security Trustee undertakes to hold each
Underlying Security on a Separate Trust as trustee for the Holder on the terms and conditions of the Terms of
Issue.
Each Holder has a vested and indefeasible interest in, and is presently entitled to any income derived by the
Security Trustee in respect of that Holder’s Separate Trust.
Each Holder acknowledges that the Security Trustee, as trustee for each Holder, will separately mortgage or
offer to mortgage to Westpac each Underlying Security to secure the repayment of the Loan Amount.
(b) Limited liability and limited obligation of Security Trustee The liability of the Security Trustee for losses
or liabilities arising under or in connection with the Trust Deed is limited to the extent to which the Security
Trustee is actually indemnified against those losses or liabilities out of the property of the Separate Trusts,
provided that the loss was not caused by the Security Trustee’s own dishonesty (or that of its officers or
employees), a wilful breach of trust or its own gross negligence.
Except where required by the express terms of the Trust Deed, the Security Trustee is not obliged to act in
any particular manner, to consult with Holders, keep itself informed as to the state of affairs of Westpac or any
Listed Entity, monitor Westpac’s compliance with the Trust Deed or any other agreement, provide Holders
with financial information about Westpac or any Listed Entity, use its own funds for the payment of costs or
expenses, or prepare accounts or returns in respect of the Separate Trusts.
(c) Replacement of Security Trustee The Security Trustee may resign or be removed by Westpac provided
there is another trustee appointed in its place. On appointment, the successor Security Trustee has all the
rights, powers and obligations of the retiring Security Trustee.
(d) Amendment of Separate Trusts The Security Trustee may by supplemental deed make any modification,
variation or alteration to, or deletion from, the terms of the Separate Trusts which:
(i)
in the opinion of Westpac does not affect, in any material way, the rights, conditions and obligations of
Westpac and the Holders relating to Westpac VIEWs and does not affect the Holder’s beneficial interest in
the Underlying Security or their present entitlement to the income;
(ii)

is authorised by a r
esolution of Holders (in accordance with the provisions for obtaining such resolutions
set out under the Terms of Issue); or
(iii)

does not apply to any curr
ent Westpac VIEWs.

45
(e) Underlying Securities Lending The Security Trustee is permitted to lend Underlying Securities to members
of the Westpac Group on the condition that the number of Underlying Securities retained by the Security
Trustee is, at all times, equal to or greater than the number of Westpac VIEWs registered in the name of
Holders who are not members of the Westpac Group.
7.2 Significant legal provisions of the Terms
(a) Effect of Terms The rights, powers, obligations and liabilities of Westpac and each Holder in respect of
Westpac VIEWs are set out in the Terms. By subscribing for or acquiring Westpac VIEWs, a Holder agrees
to be bound by the Terms. The Terms bind Westpac and each Holder in respect of their obligations to each
other. Any promise taken to be given by a Holder under the Terms is also taken to be given by the Holder to
and for the benefit of the Security Trustee. A Holder cannot enforce the Terms against other Holders, and a
Holder is not responsible for the obligations of Westpac or any other Holder.
(b) No guarantee of Security Trustee’s performance Westpac does not guarantee the Security Trustee’s
performance of its duties under the Trust Deed and nothing in the Terms is to be taken as a representation by
Westpac that the Security Trustee will perform or comply with its obligations under the Terms.
(c) Delisting, withdrawal of trading status or suspension Westpac VIEWs may be halted or suspended from
trading on the ASX if the ASX deems such action appropriate in the interests of maintaining a fair and orderly
market in a Series of Westpac VIEWs or in the relevant Underlying Securities. Similarly, the ASX may halt or
suspend Westpac VIEWs where it considers such action to be in the best interests of the public or where
it deems it necessary to protect Holders. Factors that may affect the ASX’s decision include circumstances
where the ASX has been advised that a Listed Entity is about to make an important announcement affecting
its securities, the presence of any unusual conditions or circumstances or Westpac’s inability, unwillingness or
failure to comply with the ASX Operating Rules. Further, the ASX may, in its absolute discretion, decide to halt
or suspend Westpac VIEWs where it thinks fit.
If Westpac VIEWs or the Underlying Securities are delisted, withdrawn from admission to trading status or
suspended, Westpac may accelerate the Completion Date (with the consent of the ASX).
(d) Trust Tax Change
If a Trust Tax Change:
(i)

occurs; or

(ii)
in the reasonable opinion of Westpac is expected to occur,
Westpac may (with the consent of the ASX) decide to take such Reasonable Action as may be appropriate
in the circumstances with the intent of enabling the Westpac VIEWs to remain on issue until the
Completion Date.
In the event that following a Trust Tax Change the Security Trustee becomes liable to tax in its capacity as
Security Trustee, then the Security Trustee is entitled to withhold from any Dividend such amounts as it
considers necessary to meet any such tax.
(e) Takeovers of Listed Entities
If an announcement of an intention to make a takeover bid is made or offers are made under a takeover bid in
respect of the Underlying Securities, Westpac may at its discretion (with the consent of the ASX) accelerate the
Completion Date.
However, you may not be able to participate in the takeover bid, as you can only take delivery of the
Underlying Securities after making the Completion Payment. Once the Completion Payment is made, delivery
of Underlying Securities can take up to 20 Business Days.
Further, the terms of the particular bid and the provisions of the Corporations Act may mean that the
Underlying Securities acquired by the Holder are not subject to the takeover. Westpac and the Security
Trustee undertake only to deliver the Underlying Securities in accordance with the Terms and the Trust

46
Deed. In particular, neither Westpac nor the Security Trustee will accept any takeover bid on behalf of any
existing Holder.
If compulsory acquisition of the Underlying Securities takes place after the conclusion of a successful takeover
bid, the proceeds will be distributed in accordance with the Order of Payment and the Westpac VIEWs will be
cancelled.
Similar procedures may be followed if there is a scheme of arrangement or a buy-back affecting the
Underlying Security, as determined by Westpac at its discretion (and with the consent of the ASX).
(f) Takeovers of Westpac VIEWs
If there is an offer to acquire all Westpac VIEWs in a Series, neither Westpac nor the Security Trustee is obliged
to respond to the offer but Westpac may direct the Security Trustee to take such Reasonable Action as it may
be advised and shall not be liable to any Holder or other person for taking Reasonable Action.
(g) Demergers of Listed Entities
If an announcement is made by a Listed Entity of an intention to undertake a demerger, the Completion Date
in relation to the particular Series of Westpac VIEWs may, with the ASX’s consent, be brought forward by
Westpac.
If a Listed Entity undertakes a demerger, Westpac may direct the Security Trustee to take Reasonable Action:
(i)
in order to dispose of the Underlying Securities or the demerged securities acquired by the Security
Trustee and distribute the net proceeds in accordance with the Order of Payment or to the Holders; or
(ii) in order to enable Westpac to reconstruct the Westpac VIEWs and the Loan and issue a new Series of
Westpac VIEWs over the demerged securities.
(h) Bonus issues and rights issues of the securities
If a Listed Entity makes a bonus issue to holders of Underlying Securities, the securities issued will be
Accretions subject to the Security Interest.
Where a Listed Entity gives holders of Underlying Securities the right to acquire securities under a rights issue
(whether the rights issue is renounceable or non-renounceable), neither Westpac nor the Security Trustee
will have an obligation to accept or deal with such rights and the Completion Payment will not change.
However, Westpac may take (and may direct the Security Trustee to take the steps necessary to give effect to)
Reasonable Action to confer a benefit on Holders arising from the rights issue.
(i) Reduction of capital
If a Listed Entity reduces its capital by distributing cash, securities or other assets (other than demerged
securities), without cancelling any Underlying Securities, Westpac or the Security Trustee must either:
(i)

r
eceive and pay the cash and, if directed by Westpac, sell the securities and other assets and pay the
proceeds in accordance with the Order of Payment; or
(ii)

if the cash, securities or other assets ar
e compulsorily applied to acquire new securities pursuant to
a scheme of arrangement, receive and pay any remaining cash and, if directed by Westpac, sell the
remaining securities and apply the proceeds in accordance with the Order of Payment.
Where a Listed Entity reduces its capital by cancelling any Underlying Securities, Westpac will receive any cash
distribution and the proceeds of sale of any distribution of Underlying Securities or other assets and pay them
in accordance with the Order of Payment. Where all of the Underlying Securities are cancelled by the relevant
Listed Entity, the Westpac VIEWs will be cancelled.
(j) Subdivision or consolidation of Underlying Securities
Westpac can, in certain circumstances, subdivide or consolidate the Underlying Securities if a Listed Entity
divides, consolidates or similarly reconstructs its securities. The Underlying Securities remain subject to the
Security Interest and the Completion Payment does not change.

47
For example, Westpac can substitute the new securities with the Underlying Securities. However, Westpac can
only exercise these powers if the rights of Holders will not be prejudiced and the new Underlying Securities
correspond to the relevant Westpac VIEWs.
(k) Corporate Actions and reconstruction
Where there is a Corporate Action by a listed Entity, and new securities are issued by the entity or acquired by
the Security Trustee, in determining the composition of the Underlying Parcel, the number must be a whole
number. Westpac may take (and may direct the Security Trustee to take the steps necessary to give effect to)
Reasonable Action to confer a benefit on Holders arising from the Corporate Action.
Westpac may (with the consent of the ASX) reconstruct Westpac VIEWs in the event of a consolidation
or subdivision of Underlying Securities or if, as a result of a Corporate Action, the number of Underlying
Securities increases or decreases. Reconstruction may also take place with the consent of Holders.
(l) Reasonable Action
Reasonable Action means action taken by Westpac, or by the Security Trustee, which is taken after
consultation with Westpac, and which is lawful, practicable, does not create a risk of liability for Westpac or the
Security Trustee that is unacceptable to either, and is otherwise reasonable.
Where, in relation to a Prescribed Event, the Terms fail to achieve the intended result, result in or fail to avoid
material prejudice to the exercise value of Westpac VIEWs, result in the exercise value being unable to be
determined, or otherwise prejudice the interest of Holders, Westpac may direct the Security Trustee (with the
consent of the ASX) to take Reasonable Action. The Reasonable Action is to attempt to place the Holders
in an economic position in relation to their Westpac VIEWs that is similar, as reasonably practicable, to the
economic position prior to the Prescribed Event.
(m) The payment of Taxes, GST and stamp duty
The Terms include provisions regarding payment of Tax and stamp duty.
(n) Amendment of Terms
Westpac, with the consent of the Security Trustee, may by supplemental deed make any modification,
variation or alteration to, or deletion from, or addition to the Terms from time to time:
(i)

with the appr
oval of a resolution of the Holders;
(ii)
with the consent of the ASX:


(A) if the amendment is necessary in the opinion of W
estpac to comply with any statutory or other
requirements of law or any requirement of the ASX; or
(B) to rectify any defect, manifest error or ambiguity in the Terms where the amendment does not
materially prejudice the interests of Holders;
(iii)

to per
mit transfers by a method other than as set out in the Terms;
(iv)
in the case of an adjustment or nomination of an Extraor
dinary Event as set out in the Terms; or
(v)

wher
e, in the reasonable opinion of Westpac, the amendment does not materially prejudice the interests
of Holders.
(o) Resolution of Holders Voting rights in respect of Westpac VIEWs are on a one-for-one basis. 75% of votes
cast will be required to constitute a resolution.
Votes cast by Westpac or its associates must be disregarded.
A resolution of Holders may only be passed where Westpac notifies every Holder of the meeting within 15
Business Days prior to the meeting and supplies each Holder with blank proxy forms.
(p) Amendments to pricing In respect of a Series of Westpac VIEWs that does not have any Holders, subject
to ASX consent to the extent it is required, Westpac may amend the parameters of that Series by way of an
ASX announcement (without requiring an SPDS).

48
8. Additional Information
8.1 Description of Westpac
(a) General
Westpac is one of the four major banking organisations in Australia and one of the largest banking
organisations in New Zealand. We provide a broad range of banking and financial services in these markets,
including retail, business and institutional banking and wealth management services. We have branches,
affiliates and controlled entities throughout Australia, New Zealand and the Pacific region, and maintain
branches and offices in some of the key financial centres around the world.
As at 30 September 2013, our market capitalisation was $101.8 billion and we had total assets of $697 billion.
Further information about Westpac is available on our website at www.westpac.com.au.
(b) Disclosure obligations
Westpac is a disclosing entity under the Corporations Act and has continuous disclosure obligations under
that Act and the ASX Listing Rules. This means that, subject to certain exceptions, Westpac must disclose to
the ASX any information concerning it that a reasonable person would expect to have a material effect on the
price or value of Westpac’s securities. Copies of the information disclosed to the ASX can be viewed on the
ASX website at www.asx.com.au
(c) Documents available
Westpac will provide a free copy of its most recent annual report and half-yearly report to any person who
requests such a copy during the Offer Period by reference to this PDS. If you wish to obtain such a copy,
please visit Westpac’s Investor Centre website at:
www.westpac.com.au/about-westpac/investor-centre/annual_reports/
(d) Updated information
You can obtain up-to-date information about Westpac, as well as view, download or print Westpac’s annual
reports and financial results, by visiting Westpac’s Investor Centre website at www.westpac.com.au.
8.2 General superannuation considerations
Superannuation entities, such as self-managed superannuation funds, approved deposit funds or pooled
superannuation trusts, are subject to restrictions on borrowings and the types of investment undertaken
pursuant to the SIS Act and the SIS Regulations.
Given the serious ramifications that a breach of the SIS Act and the SIS Regulations could have for a
superannuation entity (including the loss of the entity’s concessional tax status), it is strongly recommended
that before undertaking any investment in Westpac VIEWs, or dealing with your investment in Existing
Westpac VIEWs or other instalment warrants, superannuation entities obtain their own independent
professional advice as to whether Westpac VIEWs are an appropriate investment.
The application of the SIS Act and the SIS Regulations will be dependent upon the circumstances of each
superannuation entity. As a general overview, subject to the satisfaction of certain conditions, the SIS Act now
permits superannuation entities to borrow money to invest in certain instalment warrants as well as ‘refinance’
an existing borrowing, provided that the investment satisfies each of the following conditions:
•

the borr
owed money is or has been applied to acquire an ‘acquirable asset’ that the superannuation entity
would not otherwise be prohibited from acquiring (i.e. investment restrictions, including those pertaining
to in-house assets and the acquisition of certain assets from a related party of the superannuation entity,
continue to apply);

49
• the asset acquired is held on trust so that the superannuation entity receives a beneficial interest in the asset;
•
the superannuation entity has the right to acquire legal ownership of the asset; and
• the lender’s right of recourse under the arrangement in the event of default must be limited to rights
referable to the asset acquired under the arrangement (i.e. the lender must not have a right of recourse to
the superannuation entity’s existing assets).
Superannuation entities investing in instalment warrants are still required to comply with other rules pertaining
to investments, including the prohibition preventing the trustee of a superannuation entity giving a charge
over, or in relation to, an existing asset of the superannuation entity except in certain circumstances. Further,
the trustee of a superannuation entity is still required to demonstrate the appropriateness of including
instalment warrants in the entity’s overall investment strategy.
Superannuation entities may purchase Westpac VIEWs by way of a Cash Application or via an on-market
purchase.
8.3 Market activities of Westpac
Members of the Westpac Group and/or brokers appointed by Westpac may apply for Westpac VIEWs to
facilitate market-making activities that may be undertaken in relation to Westpac VIEWs. These entities will (as
and when practicable) arrange for buy and sell quotations to be provided for Westpac VIEWs on the ASX to
help maintain liquidity.
Members of the Westpac Group reserve the right to buy back Westpac VIEWs that have been issued or to
facilitate those Westpac VIEWs being either cancelled or resold by Westpac. Westpac VIEWs may also be
issued after the commencement of trading on the ASX if the issue is not fully subscribed. Westpac reserves the
right to issue more Westpac VIEWs in each Series without your consent, subject to the consent of the ASX.
8.4 Clearing House Electronic Subregister System (CHESS)
Westpac VIEWs will be CHESS Approved Securities in accordance with the ASX Operating Rules and the
ASX Settlement Operating Rules. In addition to the CHESS Subregister, Westpac will maintain an electronic
Issuer Sponsored Subregister. These two subregisters together will constitute Westpac’s principal register
of holdings.
Under CHESS, on issue of Westpac VIEWs, Holders will be provided with a Holding Statement (similar to a
bank statement) instead of a certificate, which sets out the number of Westpac VIEWs issued (or subsequently
transferred) to each Holder. The Holding Statement will also advise the Holder of the HIN (for a CHESS
Subregister holding) or the SRN (for an Issuer Sponsored Subregister holding). CHESS will provide Holders
with a Holding Statement after the end of any month during which there has been a change in the balance of
their holding.
An Applicant will need to be either a participant in CHESS or be sponsored by a participant in CHESS in order
to hold Westpac VIEWs on the CHESS Subregister. Westpac VIEWs not held on the CHESS Subregister will be
entered on to the Issuer Sponsored Subregister.
8.5 Distribution of this PDS
Westpac will provide a copy of this PDS (which may be updated by a relevant SPDS) on request to any person
resident in Australia during the Offer Period. Alternatively, the PDS and any SPDS can be viewed, downloaded
or printed by visiting Westpac’s website at www.westpac.com.au/structuredinvestments during the Offer
Period, or otherwise by calling us on 1800 990 107.

50
8.6 Electronic version of this PDS
If this PDS has been accessed electronically, it must be downloaded in its entirety from Westpac’s website.
Applications will only be considered where the Application Form has accompanied the electronic version
of the PDS and, by making an Application, you declare that you were given access to the electronic version
of the PDS together with the Application Form. The offer of Westpac VIEWs constituted by this PDS is only
available by this method to persons accessing, downloading or printing the electronic version of the PDS
in Australia.
8.7 Substantial holders, takeovers and associations
The acquisition of Westpac VIEWs may have implications for you under Chapters 6, 6A, 6B and 6C of the
Corporations Act. The precise implications depend on your particular circumstances.
The following summary of the law as at the date of this PDS is provided to assist you in identifying some of the
practical obligations that may arise from holding Westpac VIEWs. Your obligations will, however, be affected
by your individual circumstances and you should obtain your own advice.
As soon as you acquire a Westpac VIEW, you will have a ‘relevant interest’ in each Underlying Security in
which you have a Beneficial Interest. Disclosure obligations (including obligations on substantial holders) and
limitations on acquisitions, under Chapters 6, 6A, 6B and 6C of the Corporations Act, may (depending on your
voting power in the Listed Entity) affect you in respect of acquiring, holding and disposing of Westpac VIEWs.
ASIC has issued Class Order 13/526, which applies in respect of Westpac VIEWs issued under this PDS, so as
to modify the Corporations Act to disregard certain Westpac associations and relevant interests under section
608 for the purposes of Chapters 6, 6A, 6B and 6C arising solely from the issue of Westpac VIEWs unless
and until the Completion Payment is made. You should be aware that you yourself are not granted relief
under Class Order 13/526 other than in respect of any association with Westpac that arises merely because of
Westpac VIEWs.
Class Order 13/526 also modifies the Corporations Act to negate any relevant interest in the Underlying
Securities which the Security Trustee holds under the Trust Deed and in accordance with the Terms.
8.8 Foreign Holders
If you are a foreign person, you should be aware of the restrictions placed on foreign acquisitions and
ownership of shares and units in Australian companies and trusts under the Foreign Acquisitions and
Takeovers Act 1975 (Cth). The acquisition of Westpac VIEWs may affect your legal position under this Act.
Foreign ownership of shares and units in Australian companies and trusts may also be restricted under
other Commonwealth legislation, or under Commonwealth Government policy, for example in relation to
Australian banks and other financial institutions, insurance companies and companies in the media and
telecommunications sector. If you are a foreign person, you should seek your own independent legal advice
as to the nature and applicability of these restrictions in the context of Westpac VIEWs.
8.9 Shareholding limits or restrictions
Some Listed Entities may be subject to legislation which prescribes maximum shareholding limits for
shareholders or other restrictions which may prohibit or limit the interests in that Listed Entity that you may
acquire. You should inform yourself of the restrictions that may apply in the context of your investment in
Westpac VIEWs.

51
8.10 Information about the Listed Entities and the Underlying Securities
Information in this PDS and any SPDS relating to the Listed Entities and the Underlying Securities has been
prepared by Westpac using publicly available information only. Each of the Listed Entities is subject to
continuous and periodic disclosure requirements under the ASX Listing Rules and the Corporations Act.
Under the continuous disclosure regime, subject to certain exceptions, once a Listed Entity becomes aware of any
information concerning it that a reasonable person would expect to have a material effect on the price or value of
the Listed Entity’s securities, then the Listed Entity must immediately disclose to the ASX that information.
Listed Entities are also subject to periodic disclosure requirements relating to the lodgment of half-year
reports, preliminary final reports and annual reports.
Continuous disclosure announcements and periodic reports are lodged with ASIC and the ASX and are
available from the ASX’s website at www.asx.com.au, information service providers and generally the relevant
Listed Entity’s website. The relevant Listed Entities and their Underlying Securities will be set out in the
relevant SPDS for the Series of Westpac VIEWs being offered. To obtain more information about these Listed
Entities and the Underlying Securities, as well as Westpac VIEWs over such Underlying Securities, please
consult with your licensed financial adviser.
As noted in Section 3.2, the market price of the Underlying Securities and the volatility of that price are
variable factors which impact upon the value of Westpac VIEWs.
8.11 Anti-money laundering, counter-terrorism financing and sanctions obligations
Westpac is bound by laws about the prevention of money laundering and the financing of terrorism as well as
sanctions obligations, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/
CTF Laws). By completing the Application Form, you agree that:
• we are required to carry out procedures that verify your identity before providing services to you, and from
time to time thereafter;
• you are not applying to invest in Westpac VIEWs under an assumed name;
•
any money used by you to invest in W
estpac VIEWs is not derived from or related to any criminal activities;
•
any pr
oceeds of your investment will not be used in relation to any criminal activities;
•
you will not initiate, engage in or effect a transaction that may be in breach of AML/CTF Laws or sanctions;
• if we ask, you will provide us with additional information we reasonably require for the purposes of AML/CTF Laws
or sanctions. This could include information about you, your estate, about anyone acting on your behalf, or a
holder of a beneficial interest in Westpac VIEWs or the source of funds used in connection with the investment;
•
we may obtain infor
mation about you, your estate, anyone acting on your behalf, a holder of a beneficial
interest in Westpac VIEWs or the source of funds used in connection with the investment, from third
parties if we believe this is necessary to comply with AML/CTF Laws or sanctions; and
•
in or
der to comply with AML/CTF Laws and sanctions, we may be required to take action, including
delaying or refusing the processing of any application, withdrawal, maturity or any transaction related to
your investment in Westpac VIEWs if we believe or suspect that the application or transaction may breach
any obligation of, or cause us to commit or participate in an offence under any AML/CTF Laws
or sanctions. We will not incur any liability in doing so;
• where legally obliged to do so, we may disclose the information gathered to regulatory and/or law
enforcement agencies or other entities. We may share this information with other members of the
Westpac Group; and
•

we can ter
minate some or all of your Westpac VIEWs if we suspect that there is a breach of any of the
conditions set out in this section, such as unsatisfactory conduct by you or if you fail to provide required
information and documentation as requested within a stipulated time period, or if we consider that
we need to terminate some or all of your Westpac VIEWs for any other reason in order to manage
appropriately any risks to which we are exposed (including the risk of damage to our reputation).

52
8.12 The Code of Banking Practice
The Code of Banking Practice (Code) is a self-regulatory code adopted by Westpac and other banks. Its
purpose is to set standards of good banking practice for banks to follow when dealing with individual and
small business customers and their guarantors. If you are an individual or small business customer, each
relevant provision of the Code applies to Westpac VIEWs described in this PDS. The general descriptive
information referred to in the Code is set out in this PDS. This includes information about:
(a) account opening procedures;
(b) our obligations regarding the confidentiality of your information;
(c) complaint handling procedures;
(d) the advisability of you informing us promptly when you are in financial difficulty; and
(e)
the advisability of you reading the terms and conditions applying to Westpac products such as
Westpac VIEWs.
If you would like to discuss whether or not the Code will apply to you, please contact us on 1800 990 107.
8.13 Dispute resolution procedure
Sometimes you may want to talk about problems you are having with us. Fixing these problems is very
important to us. We have put in place ways of dealing with your issues quickly and fairly.
Please talk to us first
You can contact us from anywhere in Australia, by:
Telephone: 1800 990 107
Email: structured.investments@westpac.com.au
Fax: (02) 9274 5083
Mail: GPO Box 3297, Sydney NSW 2001
If we cannot resolve your complaint at your first point of contact with us, we will escalate it to our dedicated
Customer Relations team. We will try to resolve your complaint within 45 days.
What to do if we have not addressed your concerns to your satisfaction
If we still have not been able to deal with your issues to your satisfaction, there are a number of other bodies
you can go to. You can contact the Financial Ombudsman Service:
Telephone: 1300 780 808 Fax: (03) 9613 6399
Internet: www.fos.org.au
Email: info@fos.org.au
ASIC also has a free call Infoline on 1300 300 630, which you may use to make a complaint and obtain further
information about your rights.
8.14 No cooling-off period
There is no cooling-off period when you acquire Westpac VIEWs.

53
8.15 Ethical considerations
Westpac does not take into account labour standards or environmental, social or ethical considerations when
selecting, retaining or realising investments in connection with Westpac VIEWs.
If you are interested in Westpac’s policies on labour standards or environmental, social or ethical
considerations, you can visit Westpac’s website at www.westpac.com.au.
If you are interested in the labour standards or environmental, social or ethical considerations of the Listed
Entities that issue the Underlying Securities, you can visit their websites.
8.16 Privacy and confidentiality
Westpac’s Privacy Policy, available at www.westpac.com.au or by calling 132 032, contains information about
how we handle your personal information, including how to access your information, seek corrections and
make complaints. More specific information about how Westpac handles the personal information of Holders
is in the Application Form, which accompanies this PDS.
8.17 Consents and disclaimers
(a) Ashurst
Ashurst has prepared Section 6 (Tax Considerations) and has given and not withdrawn its consent to the
inclusion of Section 6 (Tax Considerations) in this PDS in the form and context in which it is included.
Ashurst has not authorised or caused the issue of this PDS, does not make (or purport to make) any statement
in this PDS (or any statement on which a statement in this PDS is based) other than Section 6, and takes no
responsibility for any part of this PDS other than Section 6.
(b) Security Trustee
Net Nominees Limited (ABN 94 090 122 375), Westpac’s Authorised Representative (Security Trustee) has
given and not withdrawn its consent to the statements naming it as Security Trustee in this PDS in the form
and context in which those statements are included, and has not had any involvement in the preparation of
any part of this PDS other than being named as Security Trustee.
The Security Trustee has not authorised or caused the issue of this PDS, does not make (or purport to make)
any statement in this PDS (or any statement on which a statement in this PDS is based) and expressly disclaims
and takes no responsibility for any part of this PDS.
(b) Registry
ComputerShare Investor Services Pty Ltd (Registry) has given and not withdrawn its consent to the statements
naming it as Registry in this PDS in the form and context in which those statements are included, and has not
had any involvement in the preparation of any part of this PDS other than being named as Registry.
The Registry has not authorised or caused the issue of this PDS, does not make (or purport to make) any
statement in this PDS (or any statement on which a statement in this PDS is based), and expressly disclaims
and takes no responsibility for any part of this PDS.

54
9. Glossa r y
In this PDS, the following definitions apply unless the context requires otherwise.
ABN means Australian Business Number.
Accelerated Completion Date means the date to which the Completion Date has been brought forward as a
result of an Extraordinary Event.
Acceptance means acceptance of an Application by Westpac, occurring upon:
(a) the Applicant (by an attorney on its behalf) and Westpac entering into the Loan Agreement; and
(b)
Westpac instructing the Registry to register the issue of Westpac VIEWs to the Applicant once the Security
Trustee is or has become the registered holder of the Underlying Securities corresponding to the Westpac
VIEW and once each Underlying Security has become subject to the Security Interest.
Accretion means all rights, accretions and entitlements attaching to the Underlying Securities after the date of
issue of the corresponding Westpac VIEW, including (without limitation) all voting rights and all distributions
(other than cash Dividends and cash returns of capital), shares, units, notes, options or other securities
exercisable, determined, declared, paid or issued in respect of the Underlying Securities.
Adviser Service Fee means the fee (if any) you agree to pay your adviser in connection with applying for
Westpac VIEWs.
Adviser Service Fee Facility means a facility under which you appoint Westpac as your agent to pay to your
adviser on your behalf your specified Adviser Service Fee amount.
AFSL means Australian Financial Services Licence.
Applicant means a person who makes an Application and includes a joint applicant.
Application means an application to Westpac for a Loan and Westpac VIEW on the terms and conditions set
out in the Application Form.
Application Form means a form attached to this PDS or such other form as Westpac agrees to accept.
Application Number means a number provided to the Applicant (or their agent) by Westpac in respect of the
Applicant’s Application.
ASIC means the Australian Securities and Investments Commission.
Assessed Value Payment means, in respect of a Westpac VIEW, 100% of the value of the difference between
the Market Value of the Underlying Security and the Secured Monies, where that difference is greater than
zero.
ASX means ASX Limited (ABN 98 008 624 691) or the securities market conducted by ASX Limited, as the
context requires.
ASX Listing Rules means the listing rules of the ASX.
ASX Operating Rules means the market rules of the ASX regulating (among other things) trading in warrants
on the ASX.
ASX Settlement means ASX Settlement Pty Limited (ABN 49 008 504 532).
ASX Settlement Operating Rules means the operating rules of the clearing and settlement facility operated
by ASX Settlement.
ATO means the Australian Taxation Office.
Beneficial Interest means the beneficial interest of a Holder in a particular Underlying Security under a
Separate Trust.

55
Business Day has the meaning given in the ASX Operating Rules.
Cash Application means an Application pursuant to which the Applicant pays the First Payment in cash to
Westpac, and Cash Applicant has a corresponding meaning.
CHESS means the Clearing House Electronic Subregister System.
CHESS Approved Securities has the meaning given in the ASX Settlement Operating Rules.
CHESS Subregister means the register maintained in CHESS for recording the ownership of Westpac VIEWs.
Completion or Completion Date means, in respect of a Series of Westpac VIEWs, the date specified as the
final completion date for the relevant Series in the relevant SPDS for the Series.
Completion Notice means a notice for making the Completion Payment substantially in the form of, or to the
effect of, the form in Section 11 of this PDS.
Completion Payment means, in respect of a Westpac VIEW, the amount payable to Westpac to require it to
direct the Security Trustee to transfer the unencumbered legal title to the Underlying Security to the Holder,
being an amount equal to the Loan Amount.
Corporate Action has the meaning given in the ASX Settlement Operating Rules, provided that for the
purposes of this PDS a Corporate Action does not include a Dividend.
Corporations Act means the Corporations Act 2001 (Cth).
Dividend means, in respect of a Westpac VIEW over shares in a Listed Entity, a dividend in respect of the
shares and, in respect of a Westpac VIEW over units in a Listed Entity, a distribution of income or capital in
respect of the units, but excludes any Special Dividend.
Effective Date means:
(a) for an Applicant, the date of Acceptance of the Application; and
(b) for a Transferee, the Transfer Date.
Existing Westpac VIEW means an existing Westpac VIEW that is the subject of a Rollover Application.
Extraordinary Event means an event which occurs with respect to the Underlying Securities or Westpac
VIEWs as described in clause 12 of the Terms (and as summarised in Section 4.6(a) of this PDS).
First Payment means, in respect of a Westpac VIEW, the amount specified by Westpac on a particular day as
the amount payable by a Cash Applicant for the Westpac VIEW.
Holder means the person recorded in the Register as the holder of a Westpac VIEW from time to time.
Holder Identification Number or HIN has the meaning given in the ASX Settlement Operating Rules.
Holding Statement means a statement issued to Holders confirming their holding of Westpac VIEWs.
Interest Amount means the amount of interest payable in respect of the Loan for the relevant Interest Period
as determined in accordance with the Loan Agreement.
Interest Period means the period from the date after the Effective Date to the Completion Date (inclusive).
Interest Rate means the interest rate applying on the Effective Date, as determined by Westpac.
Interest Refund means, in relation to the transfer of a Westpac VIEW on the secondary market, the amount of
interest pre-paid by a Transferor in respect of the Interest Refund Period.
Interest Refund Period means, in respect of the transfer of a Westpac VIEW on the secondary market, the
period commencing on the day after the Transfer Date and ending on the Completion Date.
Issue Date means the date that the relevant Series is issued, as set out in the relevant SPDS.
Issuer means Westpac.

56
Issuer Sponsored Subregister means the register maintained by Westpac for recording the ownership of
Westpac VIEWs.
Listed Entity means an entity (including a trust) listed on the ASX, the securities of which are the subject of
Westpac VIEWs.
Loan means each loan made by Westpac to a successful Applicant or Transferee (as appropriate) under the
Loan Agreement.
Loan Agreement means the Loan Agreement between Westpac and each successful Applicant or Transferee
(as appropriate), a sample form of which is set out in Section 10 of this PDS.
Loan Amount means, in respect of each Westpac VIEW in a Series, the amount of the Loan as initially
specified in the relevant SPDS for the Series and as adjusted in accordance with the Terms from time to time.
Market Value means the market value of an Underlying Security calculated as follows:
(a)
where traded on the ASX, the VWAP during the five Trading Days immediately following the relevant date;
and
(b) in all other cases, the value determined by Westpac to be the fair market value of that item of property on
the relevant date.
National Credit Code means Schedule 1 to the National Consumer Credit Protection Act 2009 (Cth).
Offer Period means, in respect of a Series of Westpac VIEWs, the period which commences on the date
specified in the relevant SPDS for the Series as the start of the offer period and ends (unless brought forward
by Westpac) at 5pm (Sydney time) on the day prior to the Completion Date for the relevant Series. Westpac
may close the Offer Period early or suspend it from time to time.
Order of Payment means payment in the following order:
(a)
first, to the Security Trustee – all costs, charges, liabilities and expenses of the Security Trustee which have
been incurred in, or are incidental to, the exercise or performance or attempted exercise or performance of
a power or duty under the Trust Deed or the Terms in respect of the relevant Underlying Security, including
Taxes and any other amount payable to the Security Trustee from the relevant Separate Trust in accordance
with the Trust Deed or the Terms;
(b) secondly, to Westpac – the Secured Monies; and
(c)
thirdly, to the Holder – any balance (without interest and in full discharge of all liability of the Security
Trustee and Westpac to the Holder), except where Westpac exercised its power of sale where a Holder has
not provided a Completion Notice, in which case the Holder will receive the Assessed Value Payment and
the remainder will be distributed in accordance with paragraphs (a) and (b) and, in respect of any further
remainder, to Westpac.
PDS means this Product Disclosure Statement dated 14 April 2014 and any supplementary Product Disclosure
Statement issued by Westpac in respect of the Westpac VIEWs.
Prescribed Event means any of the following:
(a) a takeover bid for securities comprised in the Underlying Parcel;
(b) a takeover bid for Westpac VIEWs;
(c) a scheme of arrangement in relation to securities comprised in the Underlying Parcel;
(d) a demerger in relation to securities comprised in the Underlying Parcel;
(e) a buy-back offer made in relation to securities comprised in the Underlying Parcel;
(f) a bonus issue to holders of securities comprised in the Underlying Parcel;
(g) a rights issue made to holders of securities comprised in the Underlying Parcel;
(h) a subdivision or consolidation of the Underlying Parcel;

57
(i) a reconstruction of the Westpac VIEWs;
(j) a reduction of capital by a Listed Entity; or
(k) any announcement in respect of, or combination of, the above events.
Prior Series Rebate means the amount, if any, calculated by Westpac relating to an Existing Westpac VIEW.
Reasonable Action means action taken by Westpac, or by the Security Trustee, which is taken after
consultation with Westpac, and which is lawful, practicable, does not create a risk of liability for Westpac or the
Security Trustee unacceptable to either, and is otherwise reasonable.
Register means the register of Holders of a Series of Westpac VIEWs and includes the relevant CHESS
Subregister and Issuer Sponsored Subregister established under the ASX Settlement Operating Rules.
Registry means Computershare Investor Services Pty Limited (ABN 48 078 279 277) or any other competent
registrar appointed by Westpac with the consent of the Security Trustee.
Reinvestment Amount means:
(a) a Securityholder Cash Back in respect of a Securityholder Applicant; or
(b) a Rollover Cash Back in respect of a Rollover Applicant,
that will be automatically applied to acquire further Westpac VIEWs, or such other amount as is specified to be
a Reinvestment Amount on the direction, or with the agreement, of an Applicant or Holder (as appropriate).
Rollover Application means an Application pursuant to which the Applicant rolls Existing Westpac VIEWs into
a new Series of Westpac VIEWs (if available), and Rollover Applicant has a corresponding meaning.
Rollover Cash Back means, in respect of a Rollover Application for Westpac VIEWs, the amount (if any)
by which the Loan Amount for each Westpac VIEW plus any Prior Series Rebate exceeds the sum of the
Completion Payment for the Existing Westpac VIEW, and the Interest Amount due for the Westpac VIEW. The
Rollover Cash Back will be applied to pay any Adviser Service Fee you agree to pay to your adviser under the
Adviser Service Fee Facility.
Rollover Payment means, in respect of a Rollover Application for a Westpac VIEW, the amount (if any) by
which the Loan Amount for the Westpac VIEW plus any Prior Series Rebate is exceeded by the sum of the
Completion Payment for the Existing Westpac VIEW and the Interest Amount due for the Westpac VIEW.
Secured Monies means, in respect of a Westpac VIEW:
(a) all monies which a Holder is, or at any time may become, actually or contingently liable to pay to Westpac
under or in connection with the Loan made in respect of that Westpac VIEW;
(b) any TFN Amount which a Holder is liable to pay to Westpac in respect of that Westpac VIEW; and
(c)

all fees, costs, char
ges, liabilities, Tax and expenses incurred by and payable to Westpac under the Terms
directly in relation to the relevant Underlying Security and the sale of that Underlying Security.
Security Interest means the equitable mortgage granted to Westpac by the Security Trustee on behalf of the
Holder in respect of an Underlying Security to secure repayment of the Secured Monies.
Security Trustee means the trustee of the Separate Trusts established under the Trust Deed.
Securityholder Application means an Application pursuant to which the Applicant transfers securities that the
Applicant already holds to the Security Trustee, and Securityholder Applicant has a corresponding meaning.
Securityholder Cash Back means, in respect of a Securityholder Application for a Westpac VIEW, the amount
equal to the Loan Amount of the Westpac VIEW minus the Interest Amount. The Securityholder Cash Back
will be applied to pay any Adviser Service Fee you agree to pay your adviser under the Adviser Service Fee
Facility.
Securityholder Reference Number or SRN has the meaning given in the ASX Settlement Operating Rules.
Separate Trust means each trust established under the Trust Deed.

58
Series means those Westpac VIEWs issued under this PDS and any SPDS which have the same rights and the
same unique identifier on the ASX.
SIS Act means the Superannuation Industry (Supervision) Act 1993 (Cth).
SIS Regulations means the Superannuation Industry (Supervision) Regulations 1994 (Cth).
SPDS means each Supplementary Product Disclosure Statement to this PDS.
Special Dividend means a dividend or distribution:
(a) which is described as a special dividend or distribution; or
(b)
in relation to which the ASX makes an adjustment to a price payable in respect of options relating to the
relevant Underlying Security as traded on the ASX; or
(c) which is a dividend or distribution which Westpac, acting reasonably, determines to be a special dividend
or distribution.
Tax includes any tax, including goods and services tax, levy, impost, deduction, charge, rate, duty, compulsory
loan or withholding which is levied or imposed by a government or government agency, and any related
interest, penalty, charge, fee or other amount, excluding stamp duty payable on the Trust Deed, on the
transfer of securities to the Security Trustee or upon the transfer of securities from the Security Trustee to the
Holder or Westpac under the Terms or the Trust Deed.
Tax Act means the Income Tax Assessment Act 1997 (Cth), the Taxation Administration Act 1953 (Cth), and
the operative provisions of the Income Tax Assessment Act 1936 (Cth), each as amended from time to time,
and any successor legislation.
Term means, in relation to a Westpac VIEW, the period between the Effective Date and disposal or
cancellation of the Westpac VIEW, including any disposal or cancellation following:
(a) an Accelerated Completion Date;
(b) a Transfer Date;
(c) the Completion Date; or
(d) if available, the rollover of the Westpac VIEW into a new Series of Westpac VIEWs.
Terms means the Deed Poll – Warrant Terms executed by Westpac on or about 11 April 2014.
Terms of Issue means the Terms and the Trust Deed.
TFN means Tax File Number.
TFN Amount has the meaning given in Section 4.2(e) of this PDS.
Trading Day has the meaning given in the ASX Operating Rules.
Transfer Costs means, in respect of the transfer of a Westpac VIEW on the secondary market, the amount
equal to the difference between the Interest Refund paid to the Transferor and the Interest Amount pre-paid
by the Transferee, as further described in Section 5.7(b) of this PDS.
Transfer Date means the date on which the transfer of a Westpac VIEW on the secondary market is recorded
in the Register.
Transferee means a person to whom a Westpac VIEW is transferred on the secondary market.
Transferor means a person who transfers a Westpac VIEW on the secondary market.
Trust Deed means the Deed Poll – Declaration of Trust executed by the Security Trustee dated on or about 11
April 2014, as amended from time to time.

59
Trust Tax Change means any of the following:
(a) a change to the Tax Act whereby trustees are taxed in a manner similar to companies or trust distributions
are taxed in a manner similar to corporate distributions;
(b)
a change to the Tax Act, or a change in the administrative practice of the ATO, which, in the opinion of
Westpac, will have a material impact on the tax treatment of Westpac VIEWs;
(c) the failure by the Australian Government to enact, within a reasonable period of time, legislation giving
effect to an announcement and/or media release by a Federal Government Minister concerning a proposed
change to the Tax Act; or
(d) any other change which has a material financial impact on the issue, holding, cancellation or expiry of
Westpac VIEWs.
Underlying Parcel means initially one security acquired by the Security Trustee in respect of a Westpac VIEW,
and all Accretions in respect of that security, as adjusted, if at all, in accordance with the Terms of Issue.
Underlying Security means one security acquired by the Security Trustee in respect of a Westpac VIEW, and
all Accretions in respect of that security, as adjusted, if at all, in accordance with the Terms of Issue.
VWAP means the volume weighted average price (in Australian dollars, rounded to four decimal places) of the
relevant financial product traded in the ordinary course of business on the ASX on the relevant date, excluding
crossings executed outside the open session state, special crossings, overseas trades and trades pursuant to
the exercise of options over the relevant financial product.
Westpac means Westpac Banking Corporation (ABN 33 007 457 141; AFSL 233714) of Level 20, 275 Kent
Street, Sydney NSW 2000 and, where relevant, includes any member of the Westpac Group.
Westpac Group means Westpac and its related bodies corporate and entities controlled or managed by
Westpac and its related bodies corporate.
Westpac VIEW means a warrant issued pursuant to the Terms of Issue and offered under this PDS and
any SPDS.

60
10. Form of Loan Agreement
The Loan Agreement set out below applies separately to each Series of Westpac VIEWs applied for under this PDS.
Loan Agreement
By applying for a Westpac VIEW, you irrevocably appoint the Security Trustee as your nominee to be the
registered holder of the Underlying Securities to which your Application relates. Westpac VIEWs are issued
on the terms and conditions set out in the Terms of Issue and summarised in respect of material features
in Section 4 (Summary of the Terms of Issue) and Section 7 (Summary of Significant Legal Provisions of the
Terms of Issue) of the PDS dated 14 April 2014 (the PDS) issued by Westpac in respect of the offer of Westpac
VIEWs. Capitalised terms in this Loan Agreement have the same meaning as those in the PDS and the Terms.
The singular includes the plural and vice versa.
Terms of Loan
10.1 Loan Amount for Applicants
Subject to this Loan Agreement, Westpac will make a Loan available to you in respect of each Westpac VIEW.
The Loan will be made available on the date on which this Loan Agreement is entered into (and signed
retrospectively if required) by both Westpac and your attorney on your behalf. The total amount of all the
Loans will be the number of Westpac VIEWs of a Series for which you have validly applied (including as a
result of the application of any Reinvestment Amount for Westpac VIEWs in that Series) multiplied by the Loan
Amount for each Westpac VIEW in that Series.
10.2 Loan Amount for Transferees
A Loan is also made available to each Transferee of a Westpac VIEW on the terms of this Loan Agreement.
Transferees must draw down under each Loan an amount equal to the Loan Amount for each Westpac VIEW
acquired. The drawdown will occur on the Effective Date without any further action required by the Transferee.
10.3 Completion Payment
You may repay the Loan and acquire legal title to the Underlying Security by making the Completion Payment
at any time before 5pm (Sydney time) on the Completion Date.
If you do not give Westpac a valid and effective Completion Notice at or before 5pm (Sydney time) on the
Completion Date, Westpac may enforce its Security Interest as described below.
The Completion Date may change in the manner referred to in the PDS. Subject to a Completion Notice
being valid and effective, each Loan is repaid and any Security Interest discharged by 5pm (Sydney time)
on the fifth Business Day after the Completion Notice is given.
10.4 Rollover
If you wish to rollover your investment from your Existing Westpac VIEWs into a new Series of Westpac VIEWs
offered by Westpac (if available), you will repay the Loan Amount with respect to your Existing Westpac VIEWs
and discharge your obligations to Westpac with respect to that Loan.
The Underlying Securities will continue to be held on trust by the Security Trustee before, during and after
the rollover until such time that the new loan drawn down under the new Series to repay the Loan has been
fully discharged.

61
10.5 Interest
Interest is determined and paid in advance.
The Interest Amount is payable on the Loan Amount for the period commencing on the day after the Effective
Date for Applicants and Transferees and ending on the Completion Date (inclusive). For Applicants and
Transferees, the Interest Amount will form part of the First Payment.
The Interest Rate that is applicable for determining the Interest Amount will be determined by Westpac on the
Effective Date.
If you are a Cash Applicant, the Interest Amount does not form part of the Loan Amount. In certain
circumstances (as specified under Section 10.7 below), you irrevocably direct part of the proceeds of the Loan
Amount to be paid to Westpac in payment of the Interest Amount.
Part of the Interest Amount will be refunded if the Completion Date is brought forward due to the occurrence
of an Extraordinary Event. The amount of the refund will be calculated as follows: (R x D x L) – C
where:
R =
an interest rate, determined by Westpac, based on prevailing market interest rates for the days remaining
in the Interest Period and any costs incurred by Westpac in connection with the early termination of
funding arrangements;
D = days remaining in the Interest Period divided by 365
1
;
L = the Loan Amount current at the Accelerated Completion Date; and
C = costs incurred by Westpac in bringing the Completion Date forward and terminating the Loan.
The Interest Amount will not be refunded if you choose to make the Completion Payment on a date before
the Completion Date.
10.6 ‘Ex’ date
Where a Special Dividend in respect of an Underlying Security has an ‘ex’ date during the term of your Loan,
the Security Trustee and Westpac will generally apply the amount of the Special Dividend to reduce your Loan
Amount. This will occur on the ‘ex’ date or such other date determined by Westpac, acting in a commercially
reasonable manner.
10.7 Directions
If you are a Cash Applicant, you irrevocably authorise and direct Westpac to apply the Loan Amount (and any
Prior Series Rebate, as applicable) for each Westpac VIEW applied for to acquire the Underlying Security.
If you are a Securityholder Applicant, you irrevocably authorise and direct Westpac to apply the Loan Amount
first to payment of the Interest Amount and any Adviser Service Fee and you authorise and direct Westpac
to apply the Securityholder Cash Back, if any, automatically as a Reinvestment Amount unless you instruct
Westpac otherwise.
If you are a Rollover Applicant, you irrevocably authorise and direct Westpac to apply the Loan Amount as
follows:
(a) first, to the payment of the Interest Amount; and
(b)
second, to the payment of the Loan Amount in relation to your Existing Westpac VIEW that you hold and
which is to be rolled over,
1. Or 366 if the relevant period includes 29 February.

62
and you authorise and direct Westpac to apply the Rollover Cash Back, if any, first to pay any Adviser Service
Fee with the balance applied as a Reinvestment Amount unless you instruct Westpac otherwise.
Where an amount (for example, a Securityholder Cash Back or a Rollover Cash Back) is to be applied as a
Reinvestment Amount:
(a)
you will be advanced monies under this Loan Agreement (if for the same Series) or under a new Loan
Agreement (if for another Series) in respect of the whole number of additional Westpac VIEWs for which an
Application may be made. Such number will be determined by dividing the Reinvestment Amount by the
First Payment for the relevant Series, rounding down to the nearest whole number. Westpac will determine
the First Payment as the amount applicable to Cash Applicants on the day the Application is received
(unless you have received a confirmed First Payment amount through your financial adviser) in the case of
Securityholder or Rollover Applications;
(b) you irrevocably authorise and direct Westpac to apply the Loan Amount for each additional Westpac VIEW
to acquire the Underlying Security; and
(c) you direct that any cash remaining from the Reinvestment Amount greater than $20 be paid to you and
otherwise that it be retained by Westpac. If you are a Transferor or Transferee, you give the directions on a
transfer as discussed in Section 10.9 below.
10.8 Limited recourse
Your liability to Westpac for repayment of each Loan is limited to the total amount received by Westpac in
relation to the Underlying Security relating to each Westpac VIEW to be issued to you (whether by exercising
any power of sale or otherwise). Westpac will not take any action against you in relation to the Loan to recover
any amount beyond enforcing any Security Interest (as referred to below).
However, your liability to pay the TFN Amount as required is full recourse. Westpac may recover the entire
amount owing by enforcing its Security Interest and terminating some or all of your Westpac VIEWs. Please
note that Westpac’s rights in this situation are not limited to enforcing its Security Interest.
10.9 Transfer of Westpac VIEW
The following will apply in respect of the transfer of a Westpac VIEW on the secondary market:
(a) A portion of the interest pre-paid by the Transferor will be refunded (the Interest Refund). The Interest
Refund will be calculated on a pro-rata basis based on the number of days remaining in the relevant
Interest Period applying to the Transferor’s Loan at the time when the interest was pre-paid by the
Transferor.
(b)
The T
ransferee will pre-pay the Interest Amount for the upcoming Interest Period in accordance with
Section 10.5 above.
(c) Transfer Costs will also be payable:


(i)



by W
estpac to the Transferor if the Interest Refund payable to the Transferor is less than the Interest
Amount payable by the Transferee; or


(ii)

by the T
ransferor to Westpac if the Interest Refund payable to the Transferor is greater than the Interest
Amount payable by the Transferee, with such costs equal to the difference. If the Interest Refund
payable to the Transferor is equal to the Interest Amount payable by the Transferee, then no Transfer
Costs will be payable.
(d) The Transferor and Westpac irrevocably direct that:


(i)



the amount of any T
ransfer Costs payable be added to (if payable by the Transferor) or applied against
(if payable by Westpac) the Transferor’s Loan; and

63
(ii) the Interest Refund payable to the Transferor be applied against the Transferor’s Loan to reduce the
Transferor’s Loan.
(e) The Transferee irrevocably authorises and directs Westpac on the Effective Date, in respect of each
Westpac VIEW transferred, as follows:
(i) a portion of the new Loan made to the Transferee be paid to Westpac to pre-pay the Interest Amount;
and
(ii) the remainder of the new Loan made to the Transferee be used to repay in full the net amount due by
the Transferor to Westpac on the transfer of the Westpac VIEW.
Security Interest
10.10 Acknowledgement of Security Interest
You acknowledge that in consideration of Westpac making the Loan available, the Security Trustee, on your
behalf, will mortgage or offer to mortgage to Westpac on the terms set out in the Terms of Issue all the
Security Trustee’s rights in and to the Underlying Security to secure the due and punctual payment of the Loan.
10.11 Sale of Underlying Security
If:
(a) a Holder does not make the Completion Payment in accordance with the Terms in relation to a Westpac
VIEW; or
(b) the Holder is or becomes bankrupt or in liquidation,
Westpac will be entitled to sell an Underlying Security and apply the proceeds in accordance with the Order of
Payment. To the extent permitted by law, the Security Trustee has dispensed with any right to notice or lapse
of time required by any law for the enforcement of a Security Interest or the exercise of any power by Westpac
under this Loan Agreement or the Terms of Issue.
10.12 Demerger
If Westpac decides that, on a demerger, it will issue a new Series of Westpac VIEWs in respect of the
demerged securities, the Loan Amount on each existing Westpac VIEW will be allocated between the
existing Westpac VIEW and the new Westpac VIEW, so that the proportion that the Loan Amount on the
existing Westpac VIEW bears to the Loan Amount on the new Westpac VIEW is equal to the proportion that
the Market Value of the Underlying Parcel of the existing Westpac VIEW bears to the Market Value of the
Underlying Parcel of the new Westpac VIEW.
No such action taken by Westpac can result in an increase in the amount of the Loan Amount.
Miscellaneous
10.13 Joint Applications or transfers
Where the Application or transfer is for two (2) or more persons, references to ‘you’ in this Loan Agreement
mean each Applicant or Transferee jointly and severally.
10.14 Further assurances
You agree to take all steps, execute all documents and do everything reasonably required by Westpac to give
effect to the transactions contemplated by this Loan Agreement.

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10.15 Notices
Any notice given under this Loan Agreement must be in writing addressed to the intended recipient at the
address shown above, the address last notified by the intended recipient to the sender, or such other address
(including a facsimile number or electronic mail address) as may have been notified by the intended recipient
to the sender. A notice will be taken to be given or made when delivered, sent or left at the above address.
10.16 Stamp duty
Westpac agrees to pay all stamp duty payable on this Loan Agreement. You agree to promptly provide to
Westpac any information Westpac reasonably requests to assist in the calculation and payment of any such
stamp duty.
10.17 Assignment
Westpac may novate, assign or sub-participate this Loan Agreement and any or all of its rights under this Loan
Agreement at any time. You must not novate, assign or sub-participate this Loan Agreement and any or all of
your rights under this Loan Agreement (other than in accordance with the Trust Deed) at any time.
10.18 Amendments
Westpac may amend any provision of this Loan Agreement without your consent to deal with any minor or
technical defect or any manifest error, or to comply with any statutory or other requirement of law or any
requirement of the ASX, provided that such amendment is not prejudicial to your rights or interests.
10.19 No waiver
No failure to exercise a power, and no delay in exercising a power, operates as a waiver.
10.20 Severability
Any provision of this Loan Agreement which is prohibited or unenforceable in any jurisdiction is ineffective in
that jurisdiction to the extent of the prohibition or unenforceability.
10.21 Unclaimed monies
Any payments made to Holders but remaining unclaimed for more than 12 months after the date of payment
may, at the discretion of Westpac, but subject to applicable laws, be paid to Westpac, for the sole benefit of
Westpac.
10.22 Code of Banking Practice
(a) Subject to paragraph (b), each relevant provision of the Code adopted by Westpac will apply to this Loan
Agreement.
(b) Paragraph (a) will only apply if you are an individual or ‘small business’ as defined in the Code at the time
the Loan is provided.

65
10.23 Governing law
This Loan Agreement is governed by the law of New South Wales. The parties submit to the exclusive
jurisdiction of the Courts of New South Wales.
Signed for and on behalf of Westpac by its attorneys.
I accept the above offer.
Signature of Attorney for and on behalf of the Applicant(s).

66
11. Completion Notice
To: Westpac Structured Investments
Level 5, 275 Kent Street
Sydney NSW 2000
Dear Sir/Madam
This is to notify you that, I/we, being the Holder or being entitled to be registered as the Holder of the
number of Westpac VIEWs in the Series specified below and issued in accordance with the Terms of Issue
summarised in Sections 4 (Summary of the Terms of Issue) and 7 (Summary of Significant Legal Provisions of
the Terms of Issue) of the PDS issued by Westpac Banking Corporation dated 14 April 2014, hereby give a
Completion Notice in respect of those Westpac VIEWs.
This notice is accompanied by a cheque, evidence of electronic transfer of funds in favour of Westpac Banking
Corporation, or a direct debit authority for the Completion Payment amount.
Please note:
The Underlying Securities delivered to your account will be registered as an Issuer Sponsored holding. Alternatively, Holders wanting to transfer the
Underlying Securities to their Broker Sponsored account should complete the enclosed CHESS Sponsorship Holding Transfer Form and attach a recent
CHESS Holding Statement.
Name of Holder
HIN/SRN Participant Identification Number (PID) of the Sponsor
VIEW ASX CodeNumber of VIEWs
Held
Number of
VIEWs for the
Completion
Payment (A)
Completion
Payment per
VIEW (B)
Total Completion
Payment Due
(= A x B)
please round down to the
nearest cent
Method of Payment – (please tick (✔) one)
Direct Debit – complete the Direct Debit Request (found at the end of this notice)
BPAY
®
– Tick (✓) if paying by BPAY
®
You will need to call Westpac on 1800 990 107 to obtain a BPAY
®
Reference Number
Biller code: 47464
B
PAY
®
Reference Number:
Direct Credit – Tick (✓) if paying by Direct Credit
Please arrange the transfer of funds to the following account. You will need to call Westpac on 1800 990 107
to obtain a Direct Credit Reference Number.
Account Name: ‘Westpac Banking Corporation – Warrants’
BSB: 032 – 916 Account Number: 100331 Direct Credit Reference Number:
Cheque – please make cheque payable to ‘Westpac Banking Corporation – Warrants’. This Notice is
accompanied by a cheque in favour of ‘Westpac Banking Corporation – Warrants’ for the Total Completion
Payment Due amount.

67
Signature of Holder 1/Director 1/Individual Trustee 1 Signature of Holder 2/Director 2/Individual Trustee 2
Print Name Print Name
Date Date
////
Completion Notices executed by companies must be signed by two directors or a director and company
secretary of the company, or for a proprietary company that has a sole director who is also that sole company
secretary, by that director.
CHESS Sponsorship Holding Transfer Form
This form should only be completed by those Holders wishing to transfer their Underlying Securities to an
existing Broker Sponsored Account. A copy of your latest CHESS (Broker Sponsored) Holding Statement will
also need to be included.
To: Westpac Structured Investments, Reply Paid 3297, Sydney NSW 2001
A Holder Details
You must use the same details that appear on your current CHESS Statement.
Name of Holder
Daytime Contact Number
Address
Suburb State Postcode
B Transfer of Holdings*
I authorise the transfer of CHESS Sponsored Holdings (but not the HIN) listed below from Net Nominees
Limited to the following Broker Sponsored Account.
Name of Sponsoring Broker PID
Holder Identification Number (HIN) Account Designation
X
< A/C>
CHESS Registered Name
Holdings to be transferred
Security ASX CodeQuantity
*You may need to re-advise the share registry of your TFN and bank account details for dividend payments.

68
C Authorisation/Signatures of Registered Shareholders
I/We authorise my/our Sponsoring Broker, as detailed above, to accept delivery of the above securities, via
transfer, from Net Nominees Limited into the above nominated Broker Sponsored account.
I/We acknowledge that the Privacy Statement in the Application Form applies to the personal information
collected on this form.
Signature of Holder 1/Director 1/Individual Trustee 1 Signature of Holder 2/Director 2/Individual Trustee 2
Print Name Print Name
Date Date
////
CHESS Sponsorship Holding Transfer Forms executed by companies must be signed by two directors or a
director and company secretary of the company, or for a proprietary company that has a sole director who is
also that sole company secretary, by that director.
Direct Debit Request
Request and authority to debit the account named below to pay Westpac Banking Corporation.
Please complete and sign this Direct Debit Request for Westpac to debit your account.
Name of Financial Institution
Account Name*
* Note: Bank account name(s) must match the name(s) given as Applicant(s) on your Application Form
BSB Account Number
I/We request and authorise Westpac Banking Corporation (Westpac) (User ID number 227778), to arrange
for any amounts which become payable by me/us to Westpac in respect of Westpac VIEWs to be debited
through the Bulk Electronic Clearing System from my/our account held with the financial institution detailed
above. By signing and/or providing us with a valid instruction in respect to your Direct Debit Request, you
have understood and agreed to the terms and conditions governing the debit arrangements between you and
Westpac as set out in this Direct Debit Request and in your Direct Debit Request Service Agreement (below).
Signature of Holder 1/Director 1/Individual Trustee 1

Signatur
e of Holder 2/Director 2/Individual Trustee 2
Print Name Print Name
Date Date
////
Direct Debit Requests executed by companies must be signed by two directors or a director and company
secretary of the company, or for a proprietary company that has a sole director who is also that sole company
secretary, by that director.

69
Direct Debit Request Service Agreement
This Direct Debit Request Service Agreement sets out the terms on which you have authorised Westpac to
arrange for amounts owing to Westpac in connection with your Westpac VIEWs to be paid to Westpac by
debiting them from your account.
Definitionsaccount means the account held at your financial institution from which we are
authorised to arrange for funds to be debited.
agreement means this Direct Debit Request Service Agreement between you and us.
business day means a day other than a Saturday or a Sunday or public holiday on
which banks are generally open for business in New South Wales.
debit day means the day that payment by you to us is due.
debit payment means a particular transaction where a debit is made.
direct debit request means the Direct Debit Request completed by you.
us or we means Westpac Banking Corporation.
you means the customer who has signed or authorised by other means the direct
debit request, and your has the corresponding meaning.
your financial institution means the financial institution nominated by you on the
direct debit request at which the account is maintained.
1. Debiting
your account
1.1

By signing a
direct debit request or by providing us with a valid instruction, you
have authorised us to arrange for funds to be debited from your account. You
should refer to the direct debit request and this agreement for the terms of the
arrangement between us and you.
1.2 We will only arrange for funds to be debited from your account as authorised in
the direct debit request.
1.3

If the
debit day falls on a day that is not a business day, we may direct your
financial institution to debit your account on the preceding or following business
day, at our discretion. If you are unsure about which day your account has or will
be debited you should ask us or your financial institution.
2. Amendments
by us
2.1
We may vary any details of this
agreement or a direct debit request at any time
by giving you at least fourteen (14) days’ written notice.
3. Amendments
by you
3.1 Yo u may change, stop or defer a debit payment, or terminate this agreement by
providing us with at least six (6) business days’ notification by writing to: Westpac
Structured Investments, Reply Paid 3297, Sydney NSW 2001 or by arranging
it through your financial institution, which is required to act promptly on your
instructions.

4. Y
our
obligations
4.1
It is
your responsibility to ensure that there are sufficient clear funds available in your
account to allow a debit payment to be made in accordance with the direct debit
request.
4.2

If ther
e are insufficient clear funds in your account to meet a debit payment:
(a) we reserve the right to attempt to redraw at such times as we determine;
(b) you may be charged a fee and/or interest by your financial institution;
(c) you may also incur fees or charges imposed or incurred by us; and
(d)

you
must arrange for the debit payment to be made by another method or
arrange for sufficient clear funds to be in your account by an agreed time so
that we can process the debit payment.
4.3

Yo
u should check your account statement to verify that the amounts debited from
your account are correct.

70
5. Dispute5.1 If you believe that there has been an error in debiting your account, you should
notify us directly on 1800 990 107 and confirm that notice in writing with us as
soon as possible so that we can resolve your query more quickly. Alternatively,
you can take it up directly with your financial institution.
5.2 If we conclude as a result of our investigations that your account has been
incorrectly debited we will respond to your query by arranging for your financial
institution to adjust your account (including interest and charges) accordingly.
We will also notify you in writing of the amount by which your account has
been adjusted.
5.3
If we conclude as a result of our investigations that your account has not been
incorrectly debited we will respond to your query by providing you with reasons
and any evidence for this finding in writing.
6. Accounts6.1
You should check:
(a)
with
your financial institution whether direct debiting is available from your
account as direct debiting is not available on all accounts offered by financial
institutions;
(b)
your account details which you have provided to us are correct by checking
them against a recent account statement; and
(c)

with
your financial institution before completing the direct debit request if
you have any queries about how to complete the direct debit request.
7. Confidentiality7.1
We will keep any information (including your account details) in your direct
debit request confidential. Westpac’s Privacy Statement applies to the personal
information collected in the direct debit request.
8. Notice8.1 If you wish to notify us in writing about anything relating to this agreement,
you should write to Westpac Structured Investments, Reply Paid 3297, Sydney
NSW 2001.
8.2 We will notify you by sending a notice in the ordinary post to the address you
have given us in writing.
8.3 Any notice will be deemed to have been received on the third business day
after posting.

71
12. How to Apply
12.1 Before you apply
Before you invest in Westpac VIEWs, it is important that you have read the terms and conditions set out in this
PDS, the relevant SPDS, and Westpac’s and the Security Trustee’s Financial Services Guide for the Westpac
VIEWs (available at www.westpac.com.au/structuredinvestments). You should also read the ASX booklet
‘Understanding Trading and Investment Warrants’ which is available from the ASX website (www.asx.com.au).
We recommend that you consult with your financial adviser for advice on the suitability of investing in Westpac
VIEWs based on your personal circumstances.
If you have any questions, please contact your financial adviser or call us directly on 1800 990 107.
Alternatively, you can contact us by email at structured.investments@westpac.com.au.
12.2 Effect of signing and lodging an Application Form
By signing and lodging an Application Form:
(a) you subscribe for Westpac VIEWs;
(b) you apply for a Loan from Westpac;
(c) you appoint the Security Trustee, or its nominee:
(i) where you are a Cash Applicant or Securityholder Applicant, to hold on trust the Underlying Securities
which are acquired for you or transferred by you (subject to any Security Interest); or


(ii)

wher
e you are a Rollover Applicant, to continue to hold your securities on trust (subject to any Security
Interest);
(d)
you appoint Westpac as your agent to make any Adviser Service Fee payment on your behalf under the
Adviser Service Fee Facility;
(e) you acknowledge that the Security Trustee will have granted a Security Interest to Westpac over each
Underlying Security transferred to it, or which it continues to hold, by reason of the Application, and may
deal with the Underlying Securities in accordance with the Terms of Issue; and
(f) you appoint directors and certain employees of Westpac as set out in the Application Form as your
attorneys to sign the Loan Agreement, deal with your securities on your behalf and give those persons
power to appoint a sub-attorney.
No cooling off period applies in relation to Westpac VIEWs. This means that, in most circumstances, you
cannot withdraw your Application once it has been made.
12.3 Who may apply for Westpac VIEWs
You may only apply for Westpac VIEWs if you are:
• an individual of 18 years or older;
•
a company;
•

a trustee or nominee of another entity such as a family trust, superannuation fund, managed investment

scheme or operator of a master trust or wrap service; or
•

a partnership.
A trust conducts all of its legal activities through its trustee and it is the trustee who must apply on behalf of
the trust.
Westpac may accept or refuse your Application (in whole or in part) for any reason.

72
12.4 Cash Applications for new investments in Westpac VIEWs
Call us on 1800 990 107 to obtain indicative First Payment amounts for the different Series of Westpac VIEWs.
If you have a licensed financial adviser and wish to ‘lock in’ the First Payment for a Series, ask your adviser to
call us on 1800 990 107. We will then ‘lock in’ the current First Payment (per Westpac VIEW) (assuming your
adviser is approved to use this service). Your adviser will be provided with a unique Application Number which
must be stated on your Application Form.
Once ‘locked in’ by your financial adviser, you are legally obliged to send us your completed Application Form
together with the application monies based on the agreed First Payments (as well as any Adviser Service Fee
you agree to pay to your adviser under the Adviser Service Fee Facility) within 10 Business Days.
If you do not have a licensed financial adviser, or if you prefer to apply for a given dollar amount, simply
complete the Application Form and send it to us together with your application monies. Assuming your
Application is accepted, the number of Westpac VIEWs you receive will be determined by Westpac by
dividing the application monies per Series by the relevant First Payment on the Business Day when cleared
funds are received.
Fractions of Westpac VIEW will not be allocated. Any surplus application monies derived from fractional
interests will be retained by Westpac and may be donated to one of the Australian-based charities supported
by Westpac.
Westpac will keep any interest earned on your application monies before your Westpac VIEWs are issued.
12.5 Securityholder Application to convert existing securities into Westpac VIEWs
Call us on 1800 990 107 to obtain the indicative Securityholder Cash Back for different Series of Westpac VIEWs.
If you have a licensed financial adviser and wish to ‘lock in’ the Securityholder Cash Back, ask your adviser to
call us on 1800 990 107. We will then ‘lock in’ the relevant amounts (assuming your adviser is approved to use
this service).
Your adviser will be provided with a unique Application Number which must be stated on the Application
Form together with the ‘locked in’ amounts.
Once ‘locked in’, you are legally obliged to send us your completed Application Form.
If you do not have a licensed financial adviser, or do not wish to ‘lock in’ the Securityholder Cash Back,
complete the Application Form and send it to us. The Securityholder Cash Back per Westpac VIEW will be
determined on the Business Day when the securities are transferred to the Security Trustee and Westpac has
been notified of the transfer.
12.6 Rollover Applications to roll existing holdings of Westpac VIEWs into new Series
of Westpac VIEWs over the same Underlying Security
As a Rollover Applicant, you may receive a Rollover Cash Back from Westpac or be required to make a
Rollover Payment to Westpac. Call us on 1800 990 107 to obtain indicative amounts in relation to Rollover
Applications for the different Series of Westpac VIEWs.
If you have a licensed financial adviser and wish to ‘lock in’ amounts in relation to a Rollover Application, ask
your adviser to call us on 1800 990 107. We will then ‘lock in’ the relevant amounts (assuming your adviser is
approved to use this service).
Your adviser will be provided with a unique Application Number which must be stated on the Application
Form together with the ‘locked in’ amounts.
Once ‘locked in’, you are legally obliged to send us your completed Application Form and to make any
required payments.

73
If you do not have a licensed financial adviser, or do not wish to ‘lock in’ amounts, simply complete the
Application Form and send it to us. We will determine the payment due to you or from you when we receive
your completed Application Form. Should a Rollover Payment be required by you for a Rollover Application,
you must provide us with your method of payment details. You must ensure Westpac has received your
payment, in cleared funds, within five Business Days of your Rollover Application. If cleared funds are not
received by that time, you direct us to sell down a portion of your Existing Westpac VIEWs to meet this
payment, resulting in a reduction in the number of Westpac VIEWs held. Alternatively, if you do not provide us
with a method of payment, or do not make an election on the Application Form, you direct Westpac to sell a
portion of your Existing Westpac VIEWs to make the Rollover Payment.
12.7 Reinvestment of cash back amounts
If you are using the Securityholder or Rollover Application you may receive a Securityholder Cash Back or
Rollover Cash Back (as applicable). You may choose to use such cash back as a Reinvestment Amount to
acquire additional Westpac VIEWs. If you choose to not receive such cash back in cash, you must complete
the Westpac VIEW ASX Code and Rollover/Securityholder Cash Back reinvestment percentage columns in the
Cash Application section. An amount equal to the total cash back amount multiplied by the indicated cash
back reinvestment percentage will then be reinvested into the respective Series.
12.8 Who should sign the Application Form
Applications on behalf of superannuation funds, trusts, partnerships, minors and deceased estates are to be
signed by the individual trustees, parents, guardians, executors or principals. Company applications must be
signed by two directors, or a director and a company secretary of the company. Proprietary companies with a sole
director, who is also the sole company secretary, must sign as the director. If the Application Form is signed by an
attorney under a power of attorney, a copy of the power of attorney needs to be provided to Westpac.
12.9 Acceptance of Applications
Acceptance of an Application occurs when you (by your attorney) and Westpac execute the Loan Agreement
to enable Westpac to lend you the Loan Amount. Westpac will instruct the Registry to register the issue
of Westpac VIEWs in your name once the Security Trustee is or has become the registered holder of the
Underlying Securities. Westpac will have a Security Interest (a mortgage) over the Underlying Security acquired
in the name of, transferred to, or held by the Security Trustee to secure the Loan Amount and other Secured
Monies from time to time. Each Underlying Security, subject to the Security Interest, will be held by the
Security Trustee on a Separate Trust for you as the Holder of the relevant Westpac VIEW.
12.10 How to complete the Application Form
Correct forms of registrable name
Investor typeExample of correct formExample of incorrect form
Trusts – individual trusteeJohn Peter Smith <Smith Super
Fund A/C>
J P Smith Superannuation Fund
Trusts – individual trusteesJohn Peter Smith & Julia Patricia
Smith <Smith Super Fund A/C>
John Peter Smith and Julia
Patricia Smith Superannuation
Fund
Trusts – company trusteeJohn Smith Pty Ltd <Smith
Super Fund A/C>
John Smith Pty Ltd
Superannuation Fund
CompanyJohn Smith Pty LtdJohn Smith P/L

74
Application Number
If you are a financial adviser and have contacted Westpac to ‘lock in’ amounts in relation to an Application,
write the Application Number in the space provided.
A Adviser details
•
T
o be completed by your financial adviser (if applicable). If an Adviser Service Fee has been agreed
between you and your financial adviser, this must be indicated here.
B Type of Application
•
Indicate which type of Application you are using. Please note that Westpac will not accept Securityholder
Applications or Rollover Applications from trustees of superannuation funds.
C Applicant details
•
Indicate whether you are applying as an individual applicant, joint applicants, sole trader, company or
trust.
•

If you ar
e an individual applicant, complete C1-1 – Applicant 1.
• If you are joint applicants, complete C1-1– Applicant 1 and C1-2– Applicant 2.
• If you are a sole trader applicant, complete C1-1– Sole Trader and C2 Additional information for Sole
Trader.
•

If you ar
e applying for a company, complete C1-1 Director 1, C1-2 Director 2 (if applicable) and C2
Company.
•
If you are applying as an individual trustee for a trust, complete C1-1 Individual Trustee 1, C1-2 Individual
Trustee 2 (if applicable) and C3 Trust Applicant.
•
If you are applying as a corporate trustee for a trust, complete C1-1 Director 1, C1-2 Director 2 (if
applicable), C2 Corporate Trustee and C3 Trust Applicant.
D Investment details
You can use the Application Form to make a Cash Application, Securityholder Application or Rollover
Application.
1. Cash Application
For direct Applicants or if you did not ask your financial adviser to ‘lock in’ the First Payment:
•
Westpac VIEW ASX code – state the Westpac VIEW ASX codes you are applying for.
•
Investment Amount ($) – if you are applying for a dollar value of Westpac VIEWs, state the dollar amount
you wish to invest per Series.
•

T
otal Investment Amount ($) – add the investment amounts per Series and state the total. The total
investment amount corresponds to the payment you have to make using one of the methods in Section H
Method of payment.
For Applicants with a financial adviser who ‘locked in’ the First Payment with us:
•

W
estpac VIEW ASX code – state the Westpac VIEW ASX codes you are applying for.
•

First Payment ($) – ask your financial adviser to state the First Payment per Series as ‘locked in’ with us.

•

Number of W
estpac VIEWs – ask your financial adviser to state the number of Westpac VIEWs per Series
as ‘locked in’ with us.
•

Investment Amount ($) – multiply the First Payment and Number of W
estpac VIEWs per Series.
•
Total Investment Amount ($) – add the investment amounts per Series and state the total. The total
investment amount corresponds to the payment you have to make using one of the methods in Section H
Method of payment.