Information Memorandum for Domestic Debt Issuance Programme

Not for release in the United States or to U.S. Persons
This release does not constitute an offer of any securities for sale in the United States, or in any other
jurisdiction in which such offer would not be permitted, and is not for distribution in the United States. The
securities have not been and will not be registered under the United States Securities Act of 1933, as amended
(the “Securities Act”), and may not be offered, sold or delivered in the United States or to, or for the account
or benefit of, U.S. persons, as such terms are defined in Regulation S under the Securities Act, except in
accordance with an applicable exemption from registration. There will be no public offering of the securities
in the United States.


20 July 2018


Market Announcements Office
ASX Limited
20 Bridge Street
SYDNEY NSW 2000



Dear Sir/Madam,

Pursuant to ASX Listing Rules 2.1 (Condition 5) and 15.2, I attach the Information Memorandum
dated 20 July 2018 for Westpac Banking Corporation’s Debt Issuance Programme. Westpac may,
from time to time, offer debt securities on the terms and conditions described in the Information
Memorandum.


Yours sincerely,



Tim Hartin
Company Secretary
Westpac Banking Corporation

Information Memorandum












Debt Issuance Programme







Issuer
Westpac Banking Corporation
(ABN 33 007 457 141)



Arranger, Programme Manager and Dealer
Westpac Banking Corporation








20 July 2018

33465174_25
Contents

Page
Important Notice 3
Programme Summary 9
Conditions of the Senior Notes 17
Conditions of the Subordinated Notes 46
Conditions of the TCDs 95
Form of Supplement 124
Subscription and Sale 135
Australian Taxation 142
Directory 145



The Debt Instruments are not secured. Investment-type products are subject to
investment risks, including possible delays in payment and loss of income and
capital invested. Neither Westpac nor any member of the Westpac Group in any
way guarantees the capital value and/or performance of the Debt Instruments or any
particular rate of return.

Investors should be aware that Debt Instruments which are Subordinated Notes may
be Converted into Ordinary Shares of Westpac or Written-off if a Non-Viability
Trigger Event occurs.

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Important Notice
Introduction
Westpac Banking Corporation, acting through its head office in Sydney or a branch outside Australia
(“Westpac” or the “Issuer”), may offer from time to time unsubordinated (i.e. senior) notes (“Senior
Notes”), subordinated medium term notes (“Subordinated Notes” and, together with Senior Notes,
“Notes”), transferable certificates of deposit (“TCDs”) and other debt instruments (including, without
limitation, credit linked notes, other structured debt instruments or debt instruments that convert into
another type of security, and, together with the Notes and TCDs, “Debt Instruments”) under the Debt
Issuance Programme described in this Information Memorandum (“Programme”). Westpac intends
that Subordinated Notes issued under the Programme constitute Tier 2 Capital as described in the
prudential standards issued by the Australian Prudential Regulation Authority (“APRA”).
Wholly-owned subsidiaries of Westpac may, at any time, be added as issuers of Senior Notes under the
Programme.
The Conditions (defined below) of Subordinated Notes are complex and include features to
comply with APRA’s requirements for instruments that fund regulatory capital of Westpac. In
particular, the Subordinated Notes may be Converted into Ordinary Shares or Written-off if a
Non-Viability Trigger Event occurs. Subordinated Notes may not be suitable for all investors
and any potential investor should consider the suitability of the investment in its own
circumstances.
The liabilities which are preferred by law to the claim of a holder in respect of the Subordinated
Notes may be substantial and the Conditions do not limit the amount of such liabilities which
may be incurred or assumed by Westpac from time to time.
The Debt Instruments will not constitute deposits or protected accounts for the purposes of the Banking
Act 1959 (Cth) (“Banking Act”) and are not obligations of any government and, in particular, are not
guaranteed by the Commonwealth of Australia. Debt Instruments that are offered for issue or sale or
transferred in Australia are offered only in circumstances that would not require disclosure to investors
under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia (“Corporations Act”).
This Information Memorandum replaces the Information Memorandum dated 5 March 2014.
Westpac’s responsibility
This Information Memorandum has been prepared by, and issued with the authority of, Westpac.
Westpac accepts responsibility for the information contained in this Information Memorandum.
Place of issuance
Subject to applicable laws, regulations and directives, Westpac may issue Debt Instruments in Australia
and in any country outside Australia, but not in the United States of America unless such Debt
Instruments are registered under the United States Securities Act of 1933 (as amended) (“U.S.
Securities Act”) or an exemption from the registration requirements is available.
Terms and conditions of issue
Debt Instruments will be issued in series (each a “Series”). Each Series may comprise one or more
tranches (each a “Tranche”) having one or more issue dates and on conditions that are otherwise
identical (other than, to the extent relevant, in respect of the issue price and the date and amount of the
first payment of interest).
Each issue of Debt Instruments will be made pursuant to such documentation as Westpac may
determine.
This Information Memorandum summarises information regarding the issue of Debt Instruments in

4
uncertificated registered form in the wholesale debt capital markets in Australia. A supplement
(“Supplement”) will be issued for each Tranche of Debt Instruments. A Supplement will contain details
of the initial aggregate principal amount, interest (if any) payable, issue price, issue date and maturity
date together with any other terms and conditions not set out in this Information Memorandum that may
be applicable to that Tranche or Series of Debt Instruments. The terms and conditions (“Conditions”)
applicable to Senior Notes, Subordinated Notes and TCDs are included in this Information Memorandum
and may be supplemented, amended, modified or replaced by the Supplement applicable to those Debt
Instruments.
Westpac may also publish a supplement to this Information Memorandum (or additional Information
Memoranda) which describes the issue of Debt Instruments (or particular types of Debt Instruments) not
otherwise described in this Information Memorandum. A Supplement may also supplement, amend,
modify or replace any statement or information set out in this Information Memorandum.
Documents incorporated by reference
This Information Memorandum is to be read in conjunction with all documents which are deemed to be
incorporated into it by reference as set out below. This Information Memorandum shall, unless otherwise
expressly stated, be read and construed on the basis that such documents are so incorporated and form
part of this Information Memorandum. References to “Information Memorandum” are to this
Information Memorandum and any other document incorporated by reference and to any of them
individually.
The following documents are incorporated in, and taken to form part of, this Information Memorandum:
 all amendments and supplements to this Information Memorandum prepared by Westpac from
time to time;
 the most recently published consolidated audited annual financial statements of Westpac, and
any interim financial statements of Westpac (whether audited or unaudited) published
subsequently to such annual financial statements, from time to time;
 the most recently published Annual Report and Interim Financial Results Announcement (or
such other equivalent announcement) of Westpac, each lodged with the Australian Securities
Exchange operated by ASX Limited (ABN 98 008 624 691) (“ASX”) from time to time; and
 each Supplement and all documents issued by Westpac and expressly stated to be
incorporated in this Information Memorandum by reference.
Any statement contained in this Information Memorandum shall be modified or superseded in this
Information Memorandum to the extent that a statement contained in any document subsequently
incorporated by reference modifies or supersedes such statement.
Except as provided above, no other information, including information on the internet sites of Westpac
or in any document incorporated by reference in any of the documents described above, is incorporated
by reference into this Information Memorandum.
Copies of documents incorporated by reference in this Information Memorandum may be obtained from
Westpac, the Registrar and Australian Paying Agent and the Programme Manager (each as defined
under “Programme Summary” below) on request, including from their respective offices at the addresses
set out in the section entitled “Directory” below, or from such other person specified in a Supplement.
No independent verification
The only role of the Arranger, the Programme Manager, the Dealer or the Agents in the preparation of
this Information Memorandum has been to confirm to Westpac that their respective descriptions in the
section entitled “Directory” below are accurate as at the Preparation Date (as defined below).
Apart from the foregoing, none of the Arranger, the Programme Manager, the Dealer or any Agent has
independently verified the information contained in this Information Memorandum.

5
Accordingly, no representation, warranty or undertaking, express or implied, is made, and no
responsibility is accepted, by any of them as to the accuracy or completeness of this Information
Memorandum or any further information supplied by Westpac in connection with the Programme (except
for confirming their respective descriptions in the section entitled “Directory” below).
The Arranger, the Programme Manager, the Dealer and the Agents expressly do not undertake to review
the financial condition or affairs of Westpac or any of its affiliates at any time or to advise any holder of
a Debt Instrument of any information coming to their attention with respect to Westpac. The Programme
Manager acts in this Programme in its capacity as manager of the Programme, and not in any capacity
as a fiduciary.
Intending purchasers to make independent investment decision and obtain tax advice
This Information Memorandum contains only summary information concerning the Debt Instruments.
The information contained in this Information Memorandum is not intended to provide the basis of any
credit or other evaluation in respect of Westpac or any Debt Instruments and should not be considered
or relied upon as a recommendation or a statement of opinion, or a report of either of those things, by
any of Westpac, the Arranger, the Programme Manager, the Dealer or any Agent that any recipient of
this Information Memorandum should subscribe for, purchase or otherwise deal in any Debt Instruments
or any rights in respect of any Debt Instruments.
Each investor contemplating subscribing for, purchasing or otherwise dealing in any Debt Instruments
or any rights in respect of any Debt Instruments should:
 make and rely upon (and shall be taken to have made and relied upon) its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of Westpac and its affiliates;
 determine for itself the relevance of the information contained in this Information Memorandum,
and must base its investment decision solely upon its independent assessment and such
investigations as it considers necessary; and
 consult its own tax advisers concerning the application of any tax laws applicable to its particular
situation.
No advice is given in respect of the legal or taxation treatment of investors or purchasers in connection
with an investment in any Debt Instruments or rights in respect of them and each investor is advised to
consult its own professional adviser.
No offer
This Information Memorandum does not, and is not intended to, constitute an offer or invitation by or on
behalf of Westpac, the Arranger, the Programme Manager, the Dealer or any Agent to any person to
subscribe for, purchase or otherwise deal in any Debt Instruments nor is it intended to be used for the
purpose of or in connection with offers or invitations to subscribe for, purchase or otherwise deal in any
Debt Instruments.
Australian banking legislation
Westpac is an “authorised deposit-taking institution” (“ADI”) as that term is defined under the Banking
Act 1959 of Australia (“Banking Act”). Under sections 13A(3) and 16(2) of the Banking Act and section
86 of the Reserve Bank Act 1959 of Australia (“Reserve Bank Act”), certain debts of Westpac are
preferred by law, as described below.
Section 13A(3) of the Banking Act provides that, in the event an ADI becomes unable to meet its
obligations or suspends payment, the ADI's assets in Australia are available to meet specified liabilities
of the ADI in priority to all other liabilities of the ADI (including, in the case of Westpac, the Debt
Instruments). These specified liabilities include certain obligations of the ADI to APRA in respect of
amounts payable by APRA to holders of protected accounts, other liabilities of the ADI in Australia in
relation to protected accounts, debts to the Reserve Bank of Australia (“RBA”) and certain other debts

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to APRA. A ‘‘protected account’’ is either (a) an account where Westpac is required to pay the account-
holder, on demand or at an agreed time, the net credit balance of the account, or (b) another account
or financial product prescribed by regulation. Certain assets, such as the assets of Westpac in a cover
pool for covered bonds issued by Westpac, are excluded from constituting assets in Australia for the
purposes of section 13(A) of the Banking Act, and those assets are subject to the prior claims of the
covered bond holders and certain other secured creditors in respect of the covered bonds.
Under section 16(2) of the Banking Act, certain other debts of Westpac due to APRA shall in a winding-
up of Westpac have, subject to section 13A(3) of the Banking Act, priority over all other unsecured debts
of Westpac. Further, section 86 of the Reserve Bank Act provides that in a winding-up of Westpac,
debts due by Westpac to the RBA shall, subject to section 13A(3) of the Banking Act, have priority over
all other debts of Westpac.
Debt Instruments do not constitute protected accounts for the purposes of the Banking Act. Unless
expressly stated in the Conditions or otherwise, Westpac does not make any representation as to
whether the Debt Instruments, or any of them, would constitute deposit liabilities in Australia for the
purposes of the Banking Act.
The liabilities which are preferred by law to the claim of a holder in respect of a Debt Instrument will be
substantial and the Conditions do not limit the amount of such liabilities which may be incurred or
assumed by Westpac from time to time.
Selling restrictions and no disclosure
Neither this Information Memorandum nor any other disclosure document (as defined in the
Corporations Act 2001 of Australia (“Corporations Act”)) in relation to the Debt Instruments has been,
or will be, lodged with the Australian Securities and Investments Commission (“ASIC”) or any other
government agency. The Information Memorandum is not a prospectus or other disclosure document
for the purposes of the Corporations Act. No action has been taken which would permit an offering of
the Debt Instruments in circumstances that would require disclosure under Parts 6D.2 or 7.9 of the
Corporations Act. The distribution and use of this Information Memorandum, including any Supplement,
any advertisement or other offering material, and the offer or sale of Debt Instruments, may be restricted
by law in certain jurisdictions and intending purchasers and other investors should inform themselves
about them and observe any such restrictions.
Persons into whose possession this Information Memorandum or any Debt Instruments come must
inform themselves about, and observe, any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of the Debt Instruments, and on
distribution of this Information Memorandum, any Supplement or other offering material relating to the
Debt Instruments see the section entitled “Subscription and Sale” below.
None of Westpac, the Arranger, the Programme Manager, the Dealer or any Agent represents that any
Debt Instruments may be lawfully offered for subscription or purchase or otherwise dealt with in
compliance with any applicable registration or other requirements in any jurisdiction outside Australia,
or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such
offering or other dealing. In particular, no action has been taken by Westpac, the Arranger, the
Programme Manager, the Dealer or any Agent which would permit a public offering of any Debt
Instruments in any jurisdiction where action for that purpose is required.
A person may not (directly or indirectly) offer for subscription or purchase, or issue an invitation to
subscribe for or buy Debt Instruments, nor distribute or publish this Information Memorandum or any
other offering material or advertisement relating to the Debt Instruments, except if the offer or invitation,
or distribution or publication, complies with all applicable laws, regulations and directives.
No registration in the United States
The Debt Instruments have not been, and will not be, registered under the U.S. Securities Act. The
Debt Instruments may not be offered, sold, delivered or transferred, at any time, within the United States,
its territories or possessions or to, or for the account or benefit of, U.S. persons (as defined in Regulation

7
S under the U.S. Securities Act (“Regulation S”)) except in a transaction exempt from, or not subject
to, the registration requirements of the U.S. Securities Act.
Distribution to professional investors only
This Information Memorandum has been prepared on a confidential basis for institutions whose ordinary
business includes the buying or selling of securities. This Information Memorandum is not intended for
and should not be distributed to any other person. Its contents may not be reproduced or used in whole
or in parts for any purpose other than in connection with the Programme, nor furnished to any other
person without the express written permission of Westpac.
No authorisation
No person has been authorised to give any information or make any representations not contained in or
consistent with this Information Memorandum in connection with Westpac, the Programme or the issue
or sale of the Debt Instruments and, if given or made, such information or representation must not be
relied upon as having been authorised by Westpac, the Arranger, the Programme Manager, the Dealer
or any Agent.
Stabilisation
In connection with any issue of Debt Instruments outside Australia, a Dealer (if any) designated as
stabilising manager in any relevant Supplement may over-allot or effect transactions outside Australia
and on a market operated outside Australia which stabilise or maintain the market price of the Debt
Instruments of the relevant Series at a level which might not otherwise prevail for a limited period after
the issue date and only if such transactions occur outside Australia and have no relevant jurisdictional
connection to Australia. Such stabilising shall be in compliance with all relevant laws and regulations.
Agency and distribution arrangements
Westpac has agreed to pay the Agents’ fees for undertaking their respective roles and reimburse them
for certain of their expenses incurred in connection with the Programme.
Westpac may also pay a Dealer a fee in respect of the Debt Instruments subscribed by it, may agree to
reimburse the Dealers for certain expenses incurred in connection with this Programme and may
indemnify the Dealers against certain liabilities in connection with the offer and sale of Debt Instruments.
Westpac, the Arranger, the Programme Manager, the Dealer and the Agents, and their respective
related entities, directors and employees may have pecuniary or other interests in the Debt Instruments
and may also have interests pursuant to other arrangements and may receive fees, brokerage and
commissions and may act as a principal in dealings in the Debt Instruments.
References to credit ratings
There are references in this Information Memorandum to credit ratings. A credit rating is not a
recommendation to buy, sell or hold the Debt Instruments and may be subject to revision, variation,
suspension or withdrawal at any time by the relevant assigning organisation. Each credit rating should
be evaluated independently of any other credit rating.
Credit ratings are for distribution only to a person (a) who is not a “retail client” within the meaning of
section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other
investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act,
and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any
jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to
receive this Information Memorandum and anyone who receives this Information Memorandum must
not distribute it to any person who is not entitled to receive it.
Currencies
In this Information Memorandum references to “A$” or “Australian dollars” are to the lawful currency

8
of the Commonwealth of Australia.
Currency of information
The information contained in this Information Memorandum is prepared as of its Preparation Date.
Neither the delivery of this Information Memorandum nor any offer, issue or sale made in connection
with this Information Memorandum at any time implies that the information contained in it is correct at
any time subsequent to the Preparation Date or that any other information supplied in connection with
the Programme is correct as of any time subsequent to the Preparation Date or that there has been no
change (adverse or otherwise) in the financial condition or affairs of Westpac at any time subsequent to
the Preparation Date.
In particular, Westpac is under no obligation to update this Information Memorandum at any time after
an issue of Debt Instruments.
In this Information Memorandum, “Preparation Date” means:
 in relation to this Information Memorandum, the date indicated on its face or, if the Information
Memorandum has been amended or supplemented, the date indicated on the face of that
amendment or supplement;
 in relation to accounts incorporated in this Information Memorandum, the date up to or as at the
date on which such accounts relate; and
 in relation to any other item of information which is to be read in conjunction with this Information
Memorandum, the date indicated on its face as being its date of release or effectiveness.
References to internet site addresses
Any internet site addresses provided in this Information Memorandum are for reference only and the
content of any such internet site is not incorporated by reference into, and does not form part of, this
Information Memorandum.

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Programme Summary
The following is a brief summary only and should be read in conjunction with the rest of this Information
Memorandum and, in relation to any Debt Instruments, in conjunction with the applicable Deed Poll (as
defined below), the applicable Conditions and any relevant Supplement. A term used below but not
otherwise defined has the meaning given to it in the Conditions. A reference to a “Supplement” does
not limit the provisions or features of this Programme which may be supplemented, amended, modified
or replaced by a Supplement in relation to a particular Tranche or Series of Debt Instruments.
Issuer:

Westpac Banking Corporation (ABN 33 007 457 141, AFSL No.
233714), acting through its head office in Sydney or a branch outside
Australia as specified in the applicable Supplement.
Westpac and its controlled entities (the “Group”) is one of the four major
banking organisations in Australia and one of the largest banking
organisations in New Zealand. The Group provides a broad range of
banking and financial services in these markets, including consumer,
business and institutional banking and wealth management services.
The Group has branches, affiliates and controlled entities throughout
Australia, New Zealand, Asia and the Pacific region and maintains
branches and offices in some of the key financial centres around the
world.
Westpac’s operations comprise the following key customer-facing
business divisions operating under multiple brands serving over 13
million customers.
 Consumer Bank (“CB”) is responsible for sales and service to
consumer customers in Australia under the Westpac,
St.George, BankSA, Bank of Melbourne and RAMS brands.
Activities are conducted through a dedicated team of specialist
consumer relationship managers along with the Westpac’s call
centres and its extensive network of branches and automatic
teller machines (“ATMs”). Customers are also supported by a
range of internet and mobile banking solutions. CB also works
in an integrated way with BT Financial Group (Australia)
(“BTFG”) and Westpac Institutional Bank (“WIB”) in the sales
and service of select financial services and products, including
in wealth and foreign exchange.
 Business Bank (“BB”) is responsible for sales and service to
micro, small-to-medium enterprise and commercial business
customers in Australia for facilities up to approximately $150
million. The division operates under the Westpac, St.George,
BankSA and Bank of Melbourne brands. Customers are
provided with a wide range of banking and financial products
and services to support their borrowing, payments and
transaction needs. In addition, specialist services are provided
for cash flow finance, trade finance, automotive and equipment
finance, property finance and treasury. The division is also
responsible for consumer customers with auto finance loans. BB
works in an integrated way with BTFG and WIB in the sales and
service of select financial services and products, including
corporate superannuation, foreign exchange and interest rate
hedging.
 BTFG is the Australian wealth and insurance arm of the Group,
providing a broad range of associated services. BTFG’s funds

10
management operations include the manufacturing and
distribution of investment, superannuation, retirement products,
wealth administration platforms, private banking, margin lending
and equities broking. BTFG’s insurance business covers the
manufacturing and distribution of life, general and lenders
mortgage insurance. The division also uses third parties to
manufacture certain general insurance products. In managing
risk across all insurance classes, the division reinsures certain
risks using external providers. BTFG operates a range of wealth,
funds management and financial advice brands (including
Ascalon, which is a boutique incubator of emerging fund
managers) and operates under the banking brands of Westpac,
St.George, Bank of Melbourne and BankSA for Private Wealth
and Insurance.
 WIB delivers a broad range of financial products and services to
commercial, corporate, institutional and government customers
with connections to Australia and New Zealand. WIB operates
through dedicated industry relationship and specialist product
teams, with expert knowledge in transactional banking, financial
and debt capital markets, specialised capital and alternative
investment solutions. Customers are supported throughout
Australia as well as via branches and subsidiaries located in
New Zealand, the United States, the United Kingdom and Asia.
WIB is also responsible for Westpac Pacific, currently providing
a range of banking services in Fiji and PNG. WIB works in an
integrated way with all the Group’s divisions in the provision of
more complex financial needs, including across foreign
exchange and fixed interest solutions.
 Westpac New Zealand is responsible for the sales and service
of banking, wealth and insurance products for consumers,
business and institutional customers in New Zealand. Westpac
conducts its New Zealand banking business through two banks
in New Zealand: Westpac New Zealand Limited, which is
incorporated in New Zealand, and Westpac Banking
Corporation (New Zealand Branch), which is incorporated in
Australia. Westpac New Zealand operates via an extensive
network of branches and ATMs across both the North and South
Islands. Business and institutional customers are also served
through relationship and specialist product teams. Banking
products are provided under the Westpac brand, while
insurance and wealth products are provided under the Westpac
Life and BT brands, respectively. Westpac New Zealand also
maintains its own infrastructure, including technology,
operations and treasury.
Group businesses include:
 Treasury, which is responsible for the management of the
Group’s balance sheet, including wholesale funding, capital and
management of liquidity. Treasury also manages the interest
rate risk and foreign exchange risks inherent in the balance
sheet, including managing the mismatch between Group assets
and liabilities. Treasury’s earnings are primarily sourced from
managing the Group’s balance sheet and interest rate risk
(excluding Westpac New Zealand), within set risk limits;
 Group Technology, which comprises functions for the
Australian businesses, is responsible for technology strategy

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and architecture, infrastructure and operations, applications
development and business integration; and
 Core Support, which comprises functions performed centrally,
including Australian banking operations, property services,
strategy, finance, risk, legal and human resources.
Westpac’s principal office is located at 275 Kent Street, Sydney, New
South Wales, 2000, Australia. Westpac’s telephone number for calls
within Australia is 132 032 and its international telephone number is
+61 2 9293 9270.
Programme:
Subject to applicable legal and regulatory restrictions, a programme for
the issuance of unsubordinated (i.e. senior) notes (“Senior Notes”),
subordinated medium term notes (“Subordinated Notes” and, together
with Senior Notes, “Notes”), transferable certificates of deposit (“TCDs”)
and other debt instruments (including, without limitation, credit linked
notes (“CLNs”), other structured debt instruments or debt instruments
that convert into another type of security as specified in the relevant
Supplement and together with the Notes and TCDs, “Debt
Instruments”). Particular issues of Debt Instruments may be
underwritten as agreed between Westpac and a Dealer.
Programme Term:
The term of the Programme continues until terminated by Westpac.
Arranger and
Programme Manager:
Westpac Banking Corporation.
Dealer:
Westpac Banking Corporation.
Additional Dealers may be appointed from time to time under a
subscription or dealer agreement incorporating the terms of the Third
Dealer Common Terms Deed Poll dated 20 July 2018. A list of the then
current Dealers may be obtained from the Programme Manager.
Registrar and Australian
Paying Agent:
BTA Institutional Services Australia Limited (ABN 48 002 916 396),
Westpac Banking Corporation and/or each other person appointed from
time to time by Westpac, to perform registry, issuing and paying agency
and calculation functions (within Australia) in relation to a Series or
Tranche of Debt Instruments. Details of each such appointment will be
contained in the applicable Supplement.
I&P Agent (Offshore):
Each person appointed from time to time by Westpac to perform agency
functions (outside Australia) with respect to a Series or Tranche of Debt
Instruments initially lodged and held through or predominantly through
Euroclear or Clearstream Luxembourg or any other clearing system
specified in the applicable Supplement. Details of each such
appointment will be contained in the applicable Supplement.
Agents:
Each Registrar and Australian Paying Agent, each I&P Agent (Offshore)
and any other person appointed by Westpac to perform other agency
functions with respect to any Series or Tranche of Debt Instruments.
Details of each such appointment may be contained in the applicable
Supplement.

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Form of
Debt Instruments:
Debt instruments will take the form of entries in a register. No certificate
or other evidence of title will be issued unless Westpac determines that
certificates should be available or it is required to do so pursuant to all
applicable laws, regulations or directives.

The Conditions of the Senior Notes, Subordinated Notes and TCDs are
set out in this Information Memorandum and may be supplemented,
amended, modified or replaced as specified in the applicable
Supplement for the relevant Tranche. The Conditions applicable to
other Debt Instruments will be specified in the Supplement applicable to
such Debt Instruments.

Debt Instruments of any Series may be described as “Notes”, “Bonds”,
“Instruments”, “Transferable Deposits”, “Certificates of Deposit” or any
other agreed marketing name and, if applicable, by using the adjectives
“Senior” or “Subordinated”.
Deeds Poll:
Holders of Debt Instruments will have the benefit of a deed poll in relation
to the particular Debt Instruments held by them (“Deed Poll”) executed
by Westpac.
As at the date of this Information Memorandum, the following Deeds Poll
have been executed by Westpac:
(a) in relation to Senior Notes, a “Senior Note Deed Poll” dated 5
March 2014;
(b) in relation to Subordinated Notes, a “Subordinated Note Deed
Poll” dated 5 March 2014; and
(b) in relation to TCDs, a “TCD Deed Poll” dated 15 January 2007.
In relation to one or more Series of other Debt Instruments, another
deed poll, deed of covenant or indenture may be executed by Westpac
at any time in favour of the holders of that Series as specified in the
applicable Supplement.
Method of Issue:
Debt Instruments will be issued in Series. Each Series may comprise
one or more Tranches having one or more issue dates and on conditions
that are otherwise identical (other than, to the extent relevant, in respect
of the issue price and the date and amount of the first payment of
interest). The Debt Instruments of each Tranche of a Series are
intended to be fungible with the other Tranches of Debt Instruments of
that Series.
However, in certain circumstances, Debt Instruments of a particular
Tranche may not be nor become fungible with Debt Instruments of any
other Tranche or Tranches forming part of the same Series until a
specified time following the issue thereof, all as described in the
applicable Supplement.
Supplement:
This Information Memorandum is to be read, in relation to the issue of
any Debt Instruments, in conjunction with the applicable Supplement
issued by Westpac in relation to such Debt Instruments. This document
is intended to describe in general the nature of the Programme. Each
Supplement will provide particular information relating to a particular
Tranche of Debt Instruments to be issued as part of a Series including
details of the form of the Debt Instruments, the Series in which the Debt
Instruments will be issued and other information pertinent to the issue of

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those Debt Instruments.
Title:
Entry of the name of a person in the relevant Register (if applicable) in
respect of any Debt Instrument constitutes the obtaining or passing of
title and is conclusive evidence that the person so entered is the
registered owner of such Debt Instrument.
Status of the
Debt Instruments:
Notes may be issued on an unsubordinated (i.e. senior) or subordinated
basis, as specified in the applicable Supplement.
Senior Notes will rank at least equally with all other unsecured and
unsubordinated obligations of Westpac, except liabilities mandatorily
preferred by law.
Westpac intends that Subordinated Notes constitute Tier 2 Capital as
described in APRA’s prudential standards and be able to absorb losses
at the point of non-viability. Accordingly:
(a) Westpac’s obligations in respect of the Subordinated Notes will
be subordinated in the manner provided in Condition 4 of the
Subordinated Notes; and
(b) in the event of non-viability, Subordinated Notes may be either
(i) converted into ordinary shares of Westpac, or (ii) written off
(and all rights and claims of the holders terminated), in whole or in
part, in the manner provided in Conditions 5 and 6 of the
Subordinated Notes.
TCDs may be issued by Westpac on an unsubordinated basis and will
rank at least equally with all other unsecured and unsubordinated
obligations of Westpac, except liabilities mandatorily preferred by law.
Other Debt Instruments may be issued on a subordinated or
unsubordinated basis as specified in the applicable Supplement.
The ranking of the Debt Instruments is not affected by the date of
registration of the name of any holder of a Debt Instrument in the
Register.
Westpac is an ADI. Debt Instruments will not constitute protected
accounts for the purposes of the Banking Act. Unless expressly stated
otherwise in this Information Memorandum, Westpac makes no
representations as to whether the Debt Instruments, or any of them,
would constitute deposit liabilities in Australia for the purposes of the
Banking Act.
No set-off in relation to
Subordinated Notes:
Neither Westpac nor any Holder of Subordinated Notes is entitled to set-
off any amounts due in respect of the Subordinated Notes held by the
Holder against any amount of any nature owed by Westpac to the Holder
or by the Holder to Westpac (as applicable).
Clearing Systems:
Debt Instruments may be transacted through the Austraclear System as
well as through Euroclear Bank SA/NV (“Euroclear”), Clearstream
Banking SA (“Clearstream Luxembourg”), and/or any other clearing
system specified in the applicable Supplement (each a “Clearing
System”).
Debt Instruments which are held in the Austraclear System will be
registered in the name of Austraclear Ltd. Payments through the

14
Austraclear System may only be made in Australian dollars.
Interests in Debt Instruments traded in the Austraclear System may be
held in Euroclear and/or Clearstream Luxembourg. In these
circumstances, entitlements in respect of holdings of interests in Debt
Instruments in Euroclear would be held in the Austraclear System by a
nominee of Euroclear (currently HSBC Custody Nominees (Australia)
Limited), while entitlements in respect of holdings of interests in Debt
Instruments in Clearstream Luxembourg would be held in the
Austraclear System by a nominee of J.P. Morgan Chase Bank, N.A. as
custodian for Clearstream Luxembourg.
Debt Instruments which are held in Euroclear and/or Clearstream
Luxembourg and not registered in the name of Austraclear Ltd will be
registered in the name of a nominee for a common depository for
Euroclear and/or Clearstream Luxembourg, as the case may be. Debt
Instruments which are held in any other Clearing System will be
registered in the name of the nominee or depository for that Clearing
System.
Listing:
Debt Instruments will ordinarily be unlisted, but application may be made
to list Debt Instruments of a particular Series on the ASX. The relevant
Supplement in respect of the issue of any Debt Instruments will specify
whether or not such Debt Instruments will be listed on the ASX (or
another stock or securities exchange).
Governing law:
The Debt Instruments and all related documentation will be governed by
the laws of New South Wales, Australia.
Currencies:
Debt Instruments will, subject to any applicable legal or regulatory
requirements, be denominated in such currencies as may be agreed
between Westpac and the relevant Dealer, including, without limitation,
Australian dollars, US dollars, Euro or any other freely transferable and
freely convertible currency. Payments in respect of the Debt
Instruments may be made in, or limited to, any currency or currencies
other than the currency in which the Debt Instruments are denominated,
all as set out in the applicable Supplement.
Denominations:
Subject to any applicable legal or regulatory requirements, Debt
Instruments will be issued in such denominations as are agreed between
Westpac and the relevant Dealer as specified in the applicable
Supplement.
Use of proceeds:
The net proceeds of any issue of Debt Instruments will be used by
Westpac for general corporate purposes.
Payments:
It is Westpac’s intention that payments of principal, interest and other
amounts on Debt Instruments entered in a Clearing System will be made
in accordance with the rules of such Clearing System from time to time.
The Banking (Foreign Exchange) Regulations and other regulations in
Australia prohibit payments, transactions and dealings with assets or
named individuals or entities subject to international sanctions or
associated with terrorism.
Redemption:
It is Westpac’s intention that Debt Instruments entered in a Clearing
System will be redeemed in a manner consistent with the rules,
regulations and operating procedures of such Clearing System from time
to time.

15
Subordinated Notes are only able to be redeemed prior to their stated
maturity in the limited circumstances provided for in Condition 8 of the
Subordinated Notes and subject to certain conditions including that
Westpac has obtained the prior written approval of APRA. Approval is
at the discretion of APRA and may or may not be given.
Selling Restrictions:
The offering, sale and delivery of Debt Instruments are subject to the
rules, restrictions and operating procedures which may apply in
connection with the offering and sale of a particular Tranche of Debt
Instruments. See also the section entitled “Subscription and Sale”
below.
Transfer procedure:
Debt Instruments may only be transferred in whole but not in part.
Debt Instruments may only be transferred:
(a) within, to or from Australia only if:
(i) the aggregate consideration payable at the time of
transfer is a minimum amount of A$500,000 (or its
equivalent in other currencies, in either case,
disregarding any moneys lent by the transferor or its
associates to the transferee) or the Debt Instruments are
otherwise transferred in circumstances that do not
require disclosure to be made under Parts 6D.2 or 7.9 of
the Corporations Act;
(ii) the transfer is not to a “retail client” as defined for the
purposes of section 761G of the Corporations Act;
(iii) such action does not require any document to be lodged
with ASIC; and
(iv) such action complies with all applicable laws,
regulations and directives; and
(b) in a jurisdiction outside Australia, if the transfer is in compliance
with all laws, regulations and directives of the jurisdiction in
which the transfer takes place.
Transfers of Debt Instruments held in the Austraclear System,
Euroclear, Clearstream Luxembourg or any other Clearing System
specified in the applicable Supplement will be made in accordance with
the rules, regulations and operating procedures of the relevant Clearing
System.
In other cases, application for the transfer of Debt Instruments must be
made by lodgement of a duly completed (if applicable) stamped transfer
and acceptance form with the Registrar. Transfers to unincorporated
associations will not be permitted. Transfer and acceptance forms are
obtainable from the Registrar. The transfer takes effect upon the
transferees name being entered on the Register.
Taxes:
An overview of the Australian taxation treatment of payments of interest
on Debt Instruments and certain other matters is set out in the section
entitled “Australian Taxation” below. However, investors should obtain
their own taxation advice regarding the taxation status of investing in
Debt Instruments.
Stamp duty:
Any stamp duty incurred at the time of issue of the Debt Instruments will

16
be for the account of Westpac. Any stamp duty incurred on a transfer
of Debt Instruments will be for the account of the relevant investors. As
at the date of this Information Memorandum, no Australian stamp duty
should be payable on the issue of the Notes or TCDs or any transfer of
Notes.
Australian Business
Numbers and Tax File
Numbers:
Westpac will deduct amounts from payments of interest to be made
under the Notes or TCDs at the prescribed rate if an investor has not
supplied an appropriate Tax File Number, (in certain circumstances)
Australian Business Number, or exemption details as may be necessary
to enable the payment to be made without withholding or deduction.
Rating:
The rating of the Programme, or of any particular Series of Debt
Instruments, may be specified in the “Other disclosure” item of the
applicable Supplement.
CLNs and other structured or subordinated Debt Instruments may have
a different credit rating to the other Debt Instruments.

A credit rating is not a recommendation to buy, sell or hold the Debt
Instruments and may be subject to revision, variation, suspension or
withdrawal at any time by the relevant assigning organisation. Each
credit rating should be evaluated independently of any other credit
rating.
Credit ratings are for distribution only to a person (a) who is not a “retail
client” within the meaning of section 761G of the Corporations Act and
is also a sophisticated investor, professional investor or other investor in
respect of whom disclosure is not required under Parts 6D.2 or 7.9 of
the Corporations Act, and (b) who is otherwise permitted to receive
credit ratings in accordance with applicable law in any jurisdiction in
which the person may be located. Anyone who is not such a person is
not entitled to receive this Information Memorandum and anyone who
receives this Information Memorandum must not distribute it to any
person who is not entitled to receive it.
Investors to obtain
independent advice
with respect to
investment and
other risks:
This Information Memorandum does not describe the risks of an
investment in any Notes or TCDs. Prospective investors should consult
their own professional, financial, legal and tax advisers about risks
associated with an investment in a particular Tranche of Notes and the
suitability of investing in the Notes or TCDs in light of their particular
circumstances.

17
Conditions of the Senior Notes
The following are the Conditions of the Senior Notes (“Conditions”) which, as supplemented, amended,
modified or replaced in relation to any Senior Notes by an applicable Supplement, will be applicable to
each Series of Senior Notes. Each Tranche of Senior Notes will be the subject of a Supplement.
References in these Conditions to a Supplement are references to the Supplement applicable to that
Tranche.
Each Holder, and any person claiming through or under a Holder, is deemed to have notice of and is
bound by these Conditions, the Deed Poll (as defined in these Conditions), this Information
Memorandum and any applicable Agency and Registry Agreement and/or Supplement. Copies of each
of these documents (to the extent they relate to a Tranche of Senior Notes) are available for inspection
by the holder of any Senior Note of such Tranche at the offices of Westpac, the Registrar and Australian
Paying Agent and the Programme Manager at their respective addresses set out in the section entitled
“Directory” below, or from such other person specified in a Supplement.
All capitalised terms that are not defined in these terms and conditions have the meanings given in the
relevant Supplement.
1 Interpretation
1.1 Definitions
The following words have these meanings in these Conditions unless the contrary intention
appears:
Additional Amounts has the meaning given in Condition 8.8 (“Additional Amounts”);
Additional Business Centre means the city or cities specified as such in the relevant
Supplement;
Agency and Registry Agreement means:
(a) the agreement entitled “Agency and Registry Agreement” dated 15 January 2007
between Westpac and BTA Institutional Services Australia Limited (ABN 48 002 916
396); and
(b) any other agency and registry agreement the Issuer may enter into in relation to an
issue of Senior Notes under the Programme;
Agent means the Registrar, the I&P Agent (Offshore) and any other person appointed by the
Issuer to perform other agency functions with respect to any Debt Instruments, or any of them
as the context requires;
Alternate Currency means a currency (other than Australian Dollars) which is specified in the
Supplement;
Amortisation Yield means the amortisation yield specified in the Supplement;
Amortised Face Amount means, in relation to a Senior Note, an amount equal to the sum of:
(a) the Reference Price specified in the Supplement; and
(b) the product of the Amortisation Yield specified in the Supplement (compounded
annually) being applied to the Reference Price (as specified in the Supplement) from
(and including) the Issue Date specified in the Supplement to (but excluding) the date
fixed for redemption or (as the case may be) the date upon which the Senior Note
becomes due and repayable.

18
Where such calculation is to be made for a period which is not a whole number of years, the
calculation in respect of the period of less than a full year shall be made on the basis of the Day
Count Fraction specified in the Supplement;
Applicable Business Day Convention means the Business Day Convention specified in the
Supplement as applicable to any date in respect of the Senior Note or, if none is specified, the
Applicable Business Day Convention for such purpose is the Following Business Day
Convention. Different Business Day Conventions may apply, or be specified in relation to, the
Interest Payment Dates and any other date or dates in respect of any Senior Notes;
Approved Accounting Standards means the accounting standards and practices from time
to time approved or required or practised under the law and relevant accounting standards in
Australia as appropriate;
APRA means the Australian Prudential Regulation Authority;
ASX means the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624
691);
Austraclear means Austraclear Ltd (ABN 94 002 060 773);
Austraclear Regulations means the regulations known as the “Austraclear Regulations”,
together with any instructions or directions (as amended or replaced from time to time),
established by Austraclear to govern the use of the Austraclear System and binding on the
participants of that system;
Austraclear System means the system operated by Austraclear for holding securities and
electronic recording and settling of transactions in those securities between participants of that
system;
Australian Dollars and A$ mean the lawful currency of Australia;
Business Day means:
(a) if a Senior Note is to be issued or a payment in respect of a Senior Note made, a day
(other than a Saturday or Sunday or public holiday):
(i) on which commercial banks and foreign exchange markets settle payments
and are open for general banking business (including dealing in foreign
exchange and foreign currency deposits) in Sydney and any Additional
Business Centre;
(ii) on which commercial banks settle payments, in the case of Australian Dollars,
in Sydney, or, in the case of any other currency, in the principal financial city
in the country of that currency; and
(iii) on which the relevant Clearing System (if any) for that Senior Note is operating;
and
(b) otherwise, a day (other than a Saturday or Sunday or public holiday) on which
commercial banks and foreign exchange markets settle payments and are open for
general banking business (including dealing in foreign exchange and foreign currency
deposits) in Sydney and any Additional Business Centre;
Business Day Convention means a convention for adjusting any date if it would otherwise fall
on a day that is not a Business Day and the following Business Day Conventions, where
specified in the Supplement in relation to any date applicable to any Senior Note, have the
following meanings:
(a) Floating Rate Convention means that the date is postponed to the next following day

19
which is a Business Day unless that day falls in the next calendar month, in which
event:
(i) such date is brought forward to the first preceding day that is a Business Day;
and
(ii) each subsequent Interest Payment Date is the last Business Day in the
calendar month which is the specified number of months (or other period
specified as the Interest Period in the Supplement) after the calendar month in
which the preceding applicable Interest Payment Date occurred;
(b) Following Business Day Convention means that the date is postponed to the first
following day that is a Business Day;
(c) Modified Following Business Day Convention or Modified Business Day
Convention means that the date is postponed to the first following day that is a
Business Day unless that day falls in the next calendar month in which case that date
is the first preceding day that is a Business Day; and
(d) Preceding Business Day Convention means that the date is brought forward to the
first preceding day that is a Business Day;
Calculation Agent means, in respect of a Tranche, the person (if any) specified as such in the
Supplement. The Calculation Agent must be the same for all Senior Notes in a Series;
CHESS means the Clearing House Electronic Sub-register System operated by ASX
Settlement Pty Limited (ABN 49 008 504 532);
Clearing System means:
(a) the Austraclear System;
(b) Euroclear;
(c) Clearstream Luxembourg; or
(d) any other clearing system specified in the Supplement;
Clearstream Luxembourg means Clearstream Banking SA;
Conditions means, in relation to a Senior Note, these terms and conditions as supplemented,
amended, modified or replaced by the Supplement applicable to such Senior Note and
references to a particular numbered Condition shall be construed accordingly;
Day Count Fraction means, in respect of the calculation of interest on a Senior Note for any
period of time (“Calculation Period”), the day count fraction specified in the Supplement and:
(a) if Actual/365 or Actual/Actual is so specified, means the actual number of days in the
Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a
leap year, the sum of:
(i) the actual number of days in the portion of the Calculation Period falling in a
leap year divided by 366; and
(ii) the actual number of days in the portion of the Calculation Period falling in a
non-leap year divided by 365);
(b) if Actual/365 (Fixed) is so specified, means the actual number of days in the
Calculation Period divided by 365;

20
(c) if Actual/360 is so specified, means the actual number of days in the Calculation Period
divided by 360;
(d) if 30E/360 or Eurobond Basis is so specified, means the number of days in the
Calculation Period divided by 360 calculated on a formula basis as follows:

where:
“Y
1
” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y
2
” is the year, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;
“M
1
” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M
2
” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D
1
” is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D
1
will be 30; and
“D
2
” is the calendar day, expressed as a number, immediately following the last
day included in the Calculation Period, unless such number would be 31, in
which case D
2
will be 30; and
(e) if RBA Bond Basis or Australian Bond Basis is so specified, means one divided by
the number of Interest Payment Dates in a year (or where the Calculation Period does
not constitute an Interest Period, the actual number of days in the Calculation Period
divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum
of:
(i) the actual number of days in that portion of the Calculation Period falling in a
leap year divided by 366; and
(ii) the actual number of days in that portion of the Calculation Period falling in a
non-leap year divided by 365));
Deed Poll means, in relation to a Senior Note, such deed poll or indenture executed by the
Issuer at any time in favour of the Holder of that Senior Note (including, if applicable, the deed
poll entitled “Senior Note Deed Poll” executed by Westpac and dated 5 March 2014) as
specified in the applicable Supplement;
Denomination means the notional face value of a Senior Note as specified in the Supplement;
Early Termination Amount means in relation to a Senior Note, the Outstanding Principal
Amount or, if the Senior Note is non-interest bearing, the Amortised Face Amount or such other
redemption amount as may be specified in, or determined in accordance with the provisions of,
the Supplement;
Euroclear means Euroclear Bank S.A./N.V.;
Event of Default has the meaning given to it in Condition 7 (“Events of Default”);
Extraordinary Resolution has the same meaning as in the Meetings Provisions;
360
)
1
D
2
(D)]
1
M
2
(Mx[(30)]
1
Y
2
(Yx[360
FractionCountDay



21
FATCA means sections 1471 to 1474 of the United States Internal Revenue Code of 1986, as
amended, including any regulations or official interpretations issued, agreements (including,
without limitation, intergovernmental agreements) entered into or non-US laws enacted, with
respect thereto;
Final Broken Amount has the meaning given to it in the Supplement;
Fixed Coupon Amount has the meaning given to it in the Supplement;
Holder means, in respect of a Senior Note, the person whose name is for the time being entered
in a Register as the owner of that Senior Note or, where a Senior Note is held jointly by two or
more persons, the persons whose names appear in the Register as the joint owners of that
Senior Note and (for the avoidance of doubt) when a Senior Note is entered into a Clearing
System, includes the operator of that system or a nominee for a common depository for any
one or more Clearing Systems (such operator or nominee for a common depository acting in
such capacity as is specified in the rules and regulations of the relevant Clearing System or
Clearing Systems);
Information Memorandum means, in respect of a Senior Note, the information memorandum,
disclosure document (as defined in the Corporations Act) or other offering document referred
to in the applicable Supplement and such other documents as are from time to time incorporated
therein by reference;
Initial Broken Amount has the meaning given to it in the Supplement;
Interest Accrual Period means, in respect of an Interest Period, each successive period
beginning on and including an Interest Period End Date and ending on but excluding the next
succeeding Interest Period End Date during that Interest Period provided that the first Interest
Accrual Period commences on and includes the Interest Commencement Date and the final
Interest Accrual Period ends on but excludes the Maturity Date or such other date of redemption
of the Senior Notes;
Interest Commencement Date means the Issue Date or such other date as may be specified
as such in the Supplement;
Interest Determination Date has the meaning specified as such in the Supplement;
Interest Payment Date means the date or dates specified as such in, or determined in
accordance with the provisions of, the Supplement and adjusted, if necessary, in accordance
with the Applicable Business Day Convention;
Interest Period means each successive period beginning on and including an Interest Payment
Date and ending on but excluding the next succeeding Interest Payment Date provided that the
first Interest Period commences on and includes the Interest Commencement Date and the final
Interest Period ends on but excludes the Maturity Date;
Interest Period End Date means the date or dates specified as such in, or determined in
accordance with the provisions of, the Supplement and, if a Business Day Convention is
specified in the Supplement, adjusted, if necessary in accordance with that Applicable Business
Day Convention or, if the Business Day Convention is the Floating Rate Convention and an
interval of a number of calendar months is specified in the Supplement as the Interest Accrual
Period, such dates as may occur in accordance with the Floating Rate Convention at such
specified period of calendar months following the Interest Commencement Date (in the case of
the first Interest Period End Date) or the previous Interest Period End Date (in any other case)
or, if none of the foregoing is specified in the Supplement, means the date or each of the dates
which correspond with the Interest Payment Date(s) in respect of the Senior Notes;
Interest Rate means the rate or rates (expressed as a percentage per annum) or amount or
amounts (expressed as a price per unit of relevant currency) of interest payable in respect of
the Senior Notes specified in, or calculated or determined in accordance with the provisions of,

22
the Conditions and in the case of floating rate Senior Notes, the rate determined in accordance
with Condition 5.3 (“Interest - floating rate and index-linked interest”) and, where so indicated in
the Supplement, may be any interpolated rate calculated in accordance with the Supplement;
ISDA Definitions means the 2006 ISDA Definitions as supplemented, amended and updated
as at the Issue Date of the first Tranche of Senior Notes of the relevant Series (as specified in
the Supplement) and as published by the International Swaps and Derivatives Association, Inc.;
Issue Date means the day on which any Senior Note is, or is to be, issued as specified in or
determined in accordance with the provisions of the Supplement;
Issue Price means, in respect of a Senior Note, the issue price specified in the Supplement;
Issuer means Westpac and any person appointed as an additional Issuer in accordance with
the Transaction Documents as specified in the Supplement;
I&P Agency Agreement (Offshore) means any agreement between an I&P Agent (Offshore)
and the Issuer;
I&P Agent (Offshore) means, in relation to all or any Series or Tranche of Senior Notes, each
person appointed by the Issuer to perform issue and paying agency functions with respect to
that Series or Tranche of Senior Notes initially lodged and held through (or predominantly
through) Euroclear, Clearstream Luxembourg or such other Clearing System as is agreed from
time to time by the Issuer, the Programme Manager and the relevant I&P Agent (Offshore),
details of which are specified in the Supplement or in the Information Memorandum;
Margin means the margin specified in, or determined in accordance with the provisions of, the
Supplement;
Maturity Date means the date for redemption of a Senior Note or, in the case of an amortising
Senior Note, the date on which the last instalment of principal is payable, in each case, as
specified in the Supplement and adjusted, if necessary, in accordance with the Applicable
Business Day Convention;
Maturity Redemption Amount means in relation to a Senior Note, the Outstanding Principal
Amount or such other redemption amount as may be specified in, or calculated or determined
in accordance with the provisions of, the Supplement;
Maximum Interest Rate means the Maximum Interest Rate specified in, or calculated or
determined in accordance with the provisions of, the Supplement;
Meetings Provisions means the provisions for the convening of meetings of, and passing of
resolutions by, Holders set out in schedule 1 of the Deed Poll;
Minimum Interest Rate means the Minimum Interest Rate specified in, or calculated or
determined in accordance with the provisions of, the Supplement;
Offshore Issue means an issue of Notes which is specified as such in a Supplement, being an
issue which is offered primarily in a market outside Australia;
Ordinary Resolution has the same meaning as in the Meetings Provisions;
Outstanding means, on any day, all Senior Notes issued, less those Senior Notes:
(a) for the payment of which funds equal to their aggregate Outstanding Principal Amount
are on deposit with the relevant Registrar on terms which prohibit the return of the
deposit or the use of the deposit for any purpose other than the payment of those Senior
Notes or in respect of which the relevant Registrar holds an irrevocable direction to
apply funds in repayment of Senior Notes to be redeemed on that day;

23
(b) in respect of which a Holder is unable to make a claim as a result of the operation of
Condition 10 (“Time limit for claims”); or
(c) those which have been purchased and cancelled as provided in the Conditions,
provided that for the purposes of:
(i) ascertaining the right to attend and vote at any meeting of the Holders; and
(ii) the determination of how many Senior Notes are outstanding for the purposes
of the definition of the Outstanding Principal Amount,
those Senior Notes which are beneficially held by, or are held on behalf of, either Issuer and
not cancelled shall be deemed not to remain outstanding;
Outstanding Principal Amount means in respect of any Senior Note which is Outstanding at
any time, the outstanding principal amount of those Senior Notes, and for such purposes:
(a) the principal amount of a Senior Note issued at a discount (other than a Zero Coupon
Senior Note as defined in Condition 5.6 (“Zero Coupon Senior Notes”)), par or at a
premium is to be taken as at any time to equal its Denomination;
(b) the principal amount of a Zero Coupon Senior Note is to be taken at any time to equal
its Amortised Face Amount;
(c) if a Senior Note is repayable in instalments, the Outstanding Principal Amount at any
time is to be taken to be the Denomination of the Senior Note less the aggregate of
each instalment repaid as at that time, to the extent that the instalment relates to a
payment of principal; and
(d) if an amount is required to be determined in Australian Dollars, the Australian Dollar
equivalent of a Senior Note denominated in an Alternate Currency is to be determined
on the basis of the spot rate of exchange for the sale of Australian Dollars against the
purchase of the relevant Alternate Currency in the Sydney foreign exchange market
quoted by any leading bank selected by the Issuer on the relevant calculation date.
The calculation date is, at the discretion of the Issuer, either the date of the Supplement
for such Senior Notes or the preceding day on which commercial banks and foreign
exchange markets are open for business in Sydney or such other date as may be
agreed or acknowledged between the Issuer and the Programme Manager;
Payment Date means, in respect of a Senior Note, an Interest Payment Date, the Maturity Date
or other relevant payment date (including an early payment date) and adjusted, if necessary, in
accordance with the Applicable Business Day Convention;
Programme means Westpac’s programme for the issuance of Senior Notes and other debt
instruments established under the Transaction Documents;
Programme Manager means Westpac Banking Corporation (ABN 33 007 457 141), in its
capacity as programme manager of the Programme, or such other person appointed by the
Issuer from time to time and who has consented to act as Programme Manager;
Record Date means, in the case of payments of interest or principal, the close of business in
the place where the Register is maintained on the eighth calendar day before the relevant date
for payment or such other time and date that may be specified in the Supplement;
Reference Banks means the institutions specified as such in the Supplement or, if none, four
major banks selected by the Calculation Agent in the inter-bank market that is most closely
connected with the Reference Rate;
Reference Rate means, in relation to a Senior Note, the rate so specified in the Supplement;

24
Register means, in relation to Senior Notes, a register, including any branch register, of Holders
established and maintained by or on behalf of the Issuer by the Registrar in which is entered
the names and addresses of Holders, the amount of Senior Notes held by each Holder and the
Tranche, Series and Issue Date and transfer of those Senior Notes, and any other particulars
which the Issuer sees fit;
Registrar means, in relation to all or any Series of Senior Notes, BTA Institutional Services
Australia Limited (ABN 48 002 916 396) or such other person appointed by the Issuer pursuant
to an Agency and Registry Agreement to establish and maintain a Register and to act as issuing
and paying agent for such Senior Notes on the Issuer’s behalf from time to time;
Relevant Date means the date on which a payment in respect of the Senior Notes first becomes
due, except that if the full amount payable has not been received by the Registrar on or before
the due date, it means the date on which, the full amount having been so received, notice to
that effect is given to the Holders in accordance with Condition 11 (“Notices”);
Relevant Financial Centre means the city specified as such in the Supplement or, if none, the
city most closely connected with the Reference Rate in the determination of the Calculation
Agent;
Relevant Screen Page has the meaning specified as such in the Supplement and will include
any other page as may replace the specified page on any applicable information service
including as may be nominated by the relevant service provider for the purposes of displaying
rates or prices comparable to the Relevant Screen Page;
Senior Note is an unsubordinated, registered debt obligation (howsoever described) of the
Issuer constituted by, and owing under, a Deed Poll to a Holder, the details of which are
recorded in, and evidenced by, inscription in a Register;
Series means a Tranche or Tranches of Senior Notes which have identical terms, except that:
(a) the Issue Date, Issue Price and the amount of the first payment of interest may be
different in respect of different Tranches of a Series; and
(b) a Series may comprise Senior Notes in more than one Denomination;
Solvent Reconstruction means a scheme of amalgamation or reconstruction, not involving a
bankruptcy or insolvency, where the obligations of the Issuer in relation to the outstanding
Senior Notes are assumed by the successor entity to which all, or substantially all of the
property, assets and undertaking of the Issuer are transferred or where an arrangement with
similar effect not involving a bankruptcy or insolvency is implemented;
Subscription Agreement means an agreement between the Issuer and one or more dealers
for the issue by the Issuer and the subscription by those dealers of any Senior Notes;
Subsidiary of an entity means another entity which is a subsidiary of the first within the meaning
of Part 1.2 Division 6 of the Corporations Act or is a subsidiary or otherwise controlled by the
first within the meaning of any applicable Approved Accounting Standard;
Supplement means, in relation to a Tranche of Senior Notes, the applicable pricing or other
supplement prepared and issued in relation to that Tranche of Senior Notes which has been
confirmed in writing by the Issuer;
Taxes means taxes, levies, imposts, deductions, charges, withholdings and duties imposed by
any authority (including, without limitation, stamp and transaction duties), (together with any
related interest, penalties, fines and expenses in connection with them);
Tranche means a tranche of Senior Notes specified as such in the Supplement issued on the
same Issue Date and the terms of which are identical in all respects (except that a Tranche may
comprise Senior Notes in more than one Denomination);

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Transaction Documents means each Deed Poll, each Senior Note, each Supplement, each
Agency and Registry Agreement, each I&P Agency Agreement (Offshore) and any other
instrument specified as such in a Supplement;
US Dollars and US$ mean the lawful currency of the United States of America;
Westpac means Westpac Banking Corporation (ABN 33 007 457 141);
Westpac Group means Westpac and its controlled entities taken as a whole; and
Winding-Up means the legal procedure for the liquidation of the Issuer commenced when:
(a) a court order is made for the winding-up of the Issuer; or
(b) an effective resolution is passed by shareholders or members for the winding-up of the
Issuer,
other than in connection with a Solvent Reconstruction.
A Winding-Up must be commenced by a court order or an effective resolution of shareholders
or members. Neither (i) the making of an application, the filing of a petition, or the taking of any
other steps for the winding-up of Westpac (or any other any procedure whereby Westpac may
be dissolved, liquidated, sequestered or cease to exist as a body corporate), nor (ii) the
appointment of a receiver, administrator, administrative receiver, compulsory manager, Banking
Act statutory manager or other similar officer (other than a liquidator or other official responsible
for the conduct and administration of a Winding-Up) in respect of Westpac, constitutes a
Winding-Up for the purposes of these Conditions.
1.2 Interpretation
In the Conditions unless the contrary intention appears:
(a) a reference to the Conditions is a reference to the Conditions as amended,
supplemented, modified or replaced by the Supplement and to a document (including
the Information Memorandum) includes any variation or replacement of it;
(b) a “law” includes common law, principles of equity and any law made by any parliament
(and a law made by a parliament includes any regulation or other instrument under it,
and any consolidation, amendment, re-enactment or replacement of it);
(c) a “directive” includes a treaty, official directive, request, regulation, guideline or policy
(whether or not in any such case having the force of law) with which responsible
participants in the relevant market generally comply;
(d) the singular includes the plural and vice versa;
(e) the word “person” includes a firm, body corporate, an unincorporated association or
an authority;
(f) a reference to a person includes a reference to the person’s executors, administrators,
successors, substitutes (including persons taking by novation) and assigns;
(g) a reference to any thing (including any amount) is a reference to the whole and each
part of it;
(h) a reference to a group of persons is a reference to all of them collectively and to each
of them individually;
(i) an agreement, representation or warranty in favour of two or more persons is for the
benefit of them jointly and each of them individually;

26
(j) a reference to an accounting term is to be interpreted in accordance with accounting
standards under the Corporations Act and, if not inconsistent with those accounting
standards, generally accepted principles and practices in Australia consistently applied
by a body corporate or as between bodies corporate and over time;
(k) the words “including”, “for example” or “such as” when introducing an example, do
not limit the meaning of the words to which the example relates to that example or
examples of a similar kind;
(l) a reference to time is a reference to Sydney time;
(m) a reference to principal in respect of a Senior Note includes as applicable:
(i) the Maturity Redemption Amount of the Senior Note;
(ii) the Early Termination Amount of the Senior Note; and
(iii) any premium and any amounts in the nature of principal which may be payable
by the Issuer under or in respect of the Senior Note;
(n) a reference to interest in respect of the Senior Notes includes (as applicable) an amount
of interest payable in the event that default is made in the payment of any principal
amount;
(o) a reference to the “Corporations Act” is a reference to the Corporations Act 2001 of
Australia and any consolidation, amendment, re-enactment or replacement of it; and
(p) a reference to an event occurring “after” the elapse of a period of time means the
relevant period not including the day on which the relevant event which triggered the
commencement of the period of time occurred.
1.3 Headings
Headings are inserted for convenience and do not affect the interpretation of the Conditions.
2 Form, denomination and title
2.1 Constitution under Deed Poll
The Senior Notes are unsubordinated, registered debt obligations of the Issuer constituted by,
and owing under, a Deed Poll and take the form of entries in the Register. Each entry in the
Register constitutes a separate and individual acknowledgment to the relevant Holder of the
indebtedness of the Issuer to that Holder.
2.2 Independent obligations
The obligations of the Issuer in respect of each Senior Note constitute separate and
independent obligations which the Holder to whom those obligations are owed is entitled to
enforce without having to join any other Holder or any predecessor in title of a Holder.
2.3 Currency
Senior Notes may be denominated in Australian Dollars or an Alternate Currency specified in
the Supplement.
2.4 Partly Paid Senior Notes
(a) Senior Notes may be issued on a partly paid basis (“Partly Paid Senior Notes”) if so
specified in the Supplement.

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(b) The subscription moneys for those Partly Paid Senior Notes must be paid in such
number of instalments (“Partly Paid Instalments”), in such amounts, on such dates
and in such manner as may be specified in the Supplement. The first such instalment
will be due and payable on the Issue Date of such Partly Paid Senior Notes.
(c) Interest accrues on any Partly Paid Instalment which is not paid on or prior to its due
date for payment at the Interest Rate (or, in the case of Zero Coupon Senior Notes, at
the rate applicable to overdue payments) and shall be calculated in the same manner
and on the same basis as if it were interest accruing on the Partly Paid Senior Notes
for the period from and including the due date for payment of the relevant Partly Paid
Instalment up to but excluding the forfeiture date specified in the Supplement
(“Forfeiture Date”). For the purpose of the accrual of interest, any payment of any
Partly Paid Instalment made after the due date for payment shall be treated as having
been made on the day preceding the Forfeiture Date (whether or not a Business Day).
(d) Unless an Event of Default has occurred and is continuing, on the Forfeiture Date, the
Issuer will forfeit all of the Partly Paid Senior Notes in respect of which any Partly Paid
Instalment has not been duly paid, whereupon the Issuer will be entitled to retain all
Partly Paid Instalments previously paid in respect of such Partly Paid Senior Notes and
will be discharged from any obligation to repay such amount or to pay interest on such
amount, but will have no other rights against any person entitled to the Partly Paid
Senior Notes which have been so forfeited.
(e) Without prejudice to the right of the Issuer to forfeit any Partly Paid Senior Notes, for
so long as any Partly Paid Instalment remains due but unpaid, and except in the case
where an Event of Default has occurred and is continuing, no transfers of Partly Paid
Senior Notes may be requested or effected.
2.5 Denomination
Unless otherwise specified in the Supplement:
(a) Senior Notes are issued in the denomination of A$100,000 (or its approximate
equivalent in an Alternate Currency); and
(b) Senior Notes may only be issued if:
(i) the consideration payable to the Issuer by the relevant Holder to whom the
Senior Notes are issued is a minimum of A$500,000 (or its equivalent in an
Alternate Currency, in either case, disregarding any moneys lent by the Issuer
or its associates to the Holder) or if the Senior Notes are otherwise issued in a
manner which does not require disclosure to be made under Parts 6D.2 or 7.9
of the Corporations Act;
(ii) the issue is not to a “retail client” as defined for the purposes of section 761G
of the Corporations Act;
(iii) such action does not require any document to be lodged with ASIC; and
(iv) the issue complies with all applicable laws and directives of the jurisdiction in
which the issue takes place.
2.6 Register conclusive
Entries in the Register in relation to a Senior Note constitute conclusive evidence that the person
so entered is the registered holder of the Senior Note subject to rectification for fraud or error.
No Senior Note will be registered in the name of more than four persons. A Senior Note
registered in the name of more than one person is held by those persons as joint tenants.
Senior Notes will be registered by name only without reference to any trusteeship. The person
registered in the Register as a Holder will be treated by the Issuer and the Registrar as the

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absolute owner of that Senior Note and neither the Issuer nor the Registrar is, except as ordered
by a court or as required by statute, obliged to take notice of any other claim to a Senior Note.
2.7 Holder absolutely entitled
Upon a person acquiring title to any Senior Note by virtue of becoming a Holder in respect of
that Senior Note, all rights and entitlements arising by virtue of the Deed Poll in respect of that
Senior Note vest absolutely in the Holder, such that no person who has previously been the
Holder in respect of that Senior Note has, or is entitled to assert, against the Issuer, the
Registrar or the Holder for the time being and from time to time, any rights, benefits or
entitlements in respect of the Senior Note.
2.8 Location of Register
Each Register will be established and maintained in New South Wales unless otherwise agreed
between the Issuer and the Registrar.
2.9 Certificates
No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence
title to a Senior Note unless the Issuer determines that certificates should be made available or
it is required to do so pursuant to any applicable law or directive.
2.10 Acknowledgement
Where a Clearing System (or a common depository for more than one Clearing System) (each
a “relevant person”) is recorded in a Register as the Holder of a Senior Note, each person in
whose account that Senior Note is recorded is deemed to acknowledge in favour of the
Registrar and each relevant person that:
(a) the Registrar’s decision to act as the Registrar of the Senior Note does not constitute
a recommendation or endorsement by the Registrar or the relevant person in relation
to the Senior Note but only indicates that such Senior Note is considered by the
Registrar to be compatible with the performance by it of its obligations as Registrar
under its agreement with the Issuer to act as Registrar of the Senior Note; and
(b) the Holder does not rely on any fact, matter or circumstance contrary to Condition
2.10(a).
3 Transfers
3.1 Limit on transfer
Senior Notes may only be transferred in whole.
3.2 Compliance with law
Unless otherwise specified in the Supplement, Senior Notes may only be transferred if:
(a) the aggregate consideration payable at the time of the transfer is a minimum amount
of A$500,000 (or its equivalent in an Alternate Currency, in either case, disregarding
any moneys lent by the transferor or its associates to the transferee) or the Senior
Notes are otherwise transferred in a manner that does not require disclosure to be
made under Parts 6D.2 or 7.9 of the Corporations Act;
(b) the transfer is not to a “retail client” as defined for the purposes of section 761G of the
Corporations Act;
(c) such action does not require any document to be lodged with ASIC; and

29
(d) the transfer is in compliance with all applicable laws or directives of the jurisdiction in
which the transfer takes place.
3.3 Transfer procedures
Unless Senior Notes are lodged in a Clearing System, application for the transfer of Senior
Notes must be made by the lodgement of a transfer form with the Registrar. Transfer forms are
available from the Registrar. Each form must be accompanied by such evidence (if any) as the
Registrar may require to prove the title of the transferor or the transferor’s right to transfer the
Senior Note and be signed by both the transferor and the transferee.
Senior Notes entered in a Clearing System will be transferable only in accordance with the rules
and regulations of that Clearing System.
3.4 Registration of transfer
The transferor of a Senior Note is deemed to remain the Holder of that Senior Note until the
name of the transferee is entered in the Register in respect of that Senior Note. Transfers will
not be registered during the period from the Record Date until the calendar day after the relevant
date for payment.
3.5 No charge on transfer
Transfers will be registered without charge provided taxes, duties or other governmental
charges (if any) imposed in relation to the transfer have been paid.
3.6 Estates
A person becoming entitled to a Senior Note as a consequence of the death or bankruptcy of a
Holder or of a vesting order or a person administering the estate of a Holder may, upon
producing such evidence as to that entitlement or status as the Registrar considers sufficient,
transfer the Senior Note or, if so entitled, become registered as the Holder in respect of that
Senior Note.
3.7 Unincorporated associations
A transfer to an unincorporated association is not permitted.
3.8 Transfer of unidentified Senior Notes
Where the transferor executes a transfer of less than all Senior Notes of the relevant Tranche
or Series registered in its name, and the specific Senior Notes to be transferred are not
identified, the Registrar may (subject to the limit on minimum holdings) register the transfer in
respect of such of the Senior Notes of the relevant Tranche or Series registered in the name of
the transferor as the Registrar thinks fit, provided the aggregate Outstanding Principal Amount
of the Senior Notes registered as having been transferred equals the aggregate Outstanding
Principal Amount of the Senior Notes expressed to be transferred in the transfer.
3.9 No transfer or registration on CHESS
Senior Notes which are listed on the ASX will not be transferred through or registered on
CHESS and will not be “Approved Financial Products” (as defined for the purposes of that
system).
4 Status of the Senior Notes
Westpac is an “authorised deposit-taking institution” (“ADI”) as that term is defined under the
Banking Act 1959 of Australia (“Banking Act”). Under sections 13A(3) and 16(2) of the Banking
Act and section 86 of the Reserve Bank Act 1959 of Australia (“Reserve Bank Act”), certain
debts of Westpac are preferred by law, as described below.

30
Section 13A(3) of the Banking Act provides that, in the event an ADI becomes unable to meet
its obligations or suspends payment, the ADI's assets in Australia are available to meet specified
liabilities of the ADI in priority to all other liabilities of the ADI (including, in the case of Westpac,
the Senior Notes). These specified liabilities include certain obligations of the ADI to APRA in
respect of amounts payable by APRA to holders of protected accounts, other liabilities of the
ADI in Australia in relation to protected accounts, debts to the Reserve Bank of Australia (“RBA”)
and certain other debts to APRA. A “protected account” is either (a) an account where the ADI
is required to pay the account-holder, on demand or at an agreed time, the net credit balance of
the account, or (b) another account or financial product prescribed by regulation. Certain assets,
such as the assets of Westpac in a cover pool for covered bonds issued by Westpac, are
excluded from constituting assets in Australia for the purposes of section 13(A) of the Banking
Act, and those assets are subject to the prior claims of the covered bond holders and certain
other secured creditors in respect of the covered bonds.
Under section 16(2) of the Banking Act, certain other debts of the ADI due to APRA shall in a
winding-up of an ADI have, subject to section 13A(3) of the Banking Act, priority over all other
unsecured debts of that ADI. Further, section 86 of the Reserve Bank Act provides that in a
winding-up of the ADI, debts due by the ADI to the RBA shall, subject to section 13A(3) of the
Banking Act, have priority over all other debts of the ADI.
The Senior Notes are not protected accounts for the purposes of the Banking Act. Unless
expressly stated otherwise, the Issuer does not make any representation as to whether the
Senior Notes, or any of them, would constitute deposit liabilities in Australia for the purposes of
the Banking Act.
The liabilities which are preferred by law to the claim of a Holder in respect of a Senior Note will
be substantial and these Conditions do not limit the amount of such liabilities which may be
incurred or assumed by Westpac from time to time.
In addition, the Senior Notes are not guaranteed or insured by the Australian Government or
under any compensation scheme of the Australian Government, or by any other government,
under any other compensation scheme or by any government agency or any other party.
The Senior Notes constitute direct, unconditional, unsubordinated and unsecured obligations of
the Issuer and rank equally without any preference among themselves and, in a Winding-Up,
at least equally with all other unsubordinated and unsecured obligations of the Issuer, present
and future, save for certain mandatory exceptions provided by law (including, but not limited to,
sections 13A(3) and 16(2) of the Banking Act and section 86 of the Reserve Bank Act).
5 Interest
5.1 General
Senior Notes may be either interest-bearing or non interest-bearing, as specified in the
Supplement. Interest-bearing Senior Notes may bear interest at either a fixed rate or a floating
rate. In relation to any Tranche of Senior Notes, the Supplement may specify actual amounts
of interest payable (“Interest Amounts”) rather than, or in addition to, a rate or rates at which
interest accrues.
The Supplement in relation to each Tranche of interest-bearing Senior Notes will specify which
of Conditions 5.2 (“Interest - fixed rate”), 5.3 (“Interest - floating rate and index-linked interest”)
and 5.4 (“Interest - other rates”) will be applicable to the Senior Notes. Condition 5.5 (“Interest
- supplemental provisions”) will be applicable to each Tranche of interest-bearing Senior Notes
save to the extent of any inconsistency with the Supplement.
5.2 Interest - fixed rate
Interest is payable on each Senior Note in relation to which this Condition 5.2 is specified in the
Supplement as being applicable (“Fixed Rate Senior Notes”) in an amount equal to the Fixed

31
Coupon Amount or interest will accrue on its Outstanding Principal Amount at the Interest Rate
or Rates per annum specified in the Supplement from the Issue Date of the Senior Note.
Interest will accrue during the Interest Accrual Period and will be payable in arrear on each
Interest Payment Date.
The amount of interest payable in respect of each Fixed Rate Senior Note for any period for
which a Fixed Coupon Amount is not specified shall be calculated by applying the Interest Rate
to the Outstanding Principal Amount of such Fixed Rate Senior Note, multiplying the product by
the relevant Day Count Fraction and rounding the resulting figure to the nearest sub-unit of the
Specified Currency (half a sub-unit being rounded upwards).
The first payment of interest will be made on the Interest Payment Date next following the
Interest Commencement Date and, if the first anniversary of the Interest Commencement Date
is not an Interest Payment Date, will amount to the Initial Broken Amount (as defined in the
Supplement).
If the Maturity Date is not an Interest Payment Date, interest from (and including) the preceding
Interest Payment Date (or the Interest Commencement Date, as the case may be) to (but
excluding) the Maturity Date will amount to the Final Broken Amount (as defined in the
Supplement).
5.3 Interest - floating rate and index-linked interest
(a) Accrual of interest
Senior Notes in relation to which this Condition 5.3 is specified in the Supplement as
being applicable (“Floating Rate Senior Notes” or “Index-Linked Interest Senior
Notes”) will bear interest in respect of each Interest Period at the rate or rates per
annum determined in accordance with this Condition 5.3.
Each Floating Rate Senior Note or Index-Linked Interest Senior Note will bear interest
on its Outstanding Principal Amount at the Interest Rate (as defined below) from the
Interest Commencement Date. Interest will be payable in arrear on each Interest
Payment Date. If any Interest Payment Date in respect of a Floating Rate Senior Note
or Index-Linked Interest Senior Note would otherwise fall on a day which is not a
Business Day, such Interest Payment Date shall be determined in accordance with the
Applicable Business Day Convention.
(b) Interest Rate
The Interest Rate payable in respect of Floating Rate Senior Notes shall be determined
by the Calculation Agent on the basis of sub-paragraph (i), (ii) or (iii) below, as specified
in the Supplement. The Interest Rate payable in respect of Index-Linked Interest
Senior Notes shall be determined by the Calculation Agent on the basis of sub-
paragraph (iv) below, as specified in the Supplement.
(i) ISDA Determination for Floating Rate Senior Notes
Where “ISDA Determination” is specified in the Supplement as the manner in
which the Interest Rate is to be determined, the Interest Rate for each Interest
Period is the relevant ISDA Rate (as defined below) plus or minus (as indicated
in the Supplement) the Margin.
For the purposes of this sub-paragraph (i), “ISDA Rate” for an Interest Period
means a rate equal to the Floating Rate that would be determined by the
Calculation Agent for the Senior Notes under an interest rate swap transaction
if the Calculation Agent for the Senior Notes were acting as Calculation Agent
for that swap transaction under the terms of an agreement incorporating the
ISDA Definitions and under which:

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(A) the Floating Rate Option is as specified in the Supplement;
(B) the Designated Maturity is a period specified in the Supplement; and
(C) the relevant Reset Date is as specified in the Supplement; and
(D) the Period End Dates are each Interest Payment Date, the Spread is
the Margin and the Floating Rate Day Count Fraction is the Day Count
Fraction.
For the purposes of this sub-paragraph (i), “Floating Rate”, “Calculation
Agent” (except references to “Calculation Agent for the Senior Notes”),
“Floating Rate Option”, “Designated Maturity”, “Reset Date”, “Period End
Date”, “Spread” and “Floating Rate Day Count Fraction” have the meanings
given to those terms in the ISDA Definitions.
(ii) Screen Rate Determination for Floating Rate Senior Notes
Where “Screen Rate Determination” is specified in the Supplement as the
manner in which the Interest Rate is to be determined, the Interest Rate for
each Interest Period will be, subject as provided below, either:
(A) the offered quotation; or
(B) the arithmetic mean (rounded in accordance with Condition 8.10
(“Rounding”)) of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate which
appears or will appear, as the case may be, on the Relevant Screen Page as
at 11.00 a.m. (Sydney time) or such other time as is specified in the
Supplement (“Relevant Time”) on the Interest Determination Date in question
plus or minus (as indicated in the Supplement) the Margin (if any), all as
determined by the Calculation Agent. If five or more of such offered quotations
are available on the Relevant Screen Page, the highest (or, if there is more
than one such highest quotation, one only of such quotations) and the lowest
(or, if there is more than one such lowest quotation, one only of such
quotations) shall be disregarded by the Calculation Agent for the purposes of
determining the arithmetic mean (rounded in accordance with Condition 8.10
(“Rounding”)) of such offered quotations.
(aa) If sub-paragraph (A) applies and no offered quotation appears on the
Relevant Screen Page at the Relevant Time on the Interest
Determination Date or if sub-paragraph (B) applies and fewer than two
offered quotations appear on the Relevant Screen Page at the
Relevant Time on the Interest Determination Date, subject as provided
below, the Interest Rate is the arithmetic mean of the Reference Rates
that each of the Reference Banks is quoting to leading banks in the
Relevant Financial Centre at the Relevant Time on the Interest
Determination Date, as determined by the Calculation Agent;
(bb) If sub-paragraph (aa) above applies and the Calculation Agent
determines that fewer than two Reference Banks are making offered
quotations for the Reference Rate in respect of the relevant currency,
subject as provided below, the Interest Rate is the arithmetic mean of
the rates per annum (expressed as a percentage) that the Calculation
Agent determines to be the rates (being the nearest equivalent to the
Reference Rate) in respect of deposits of approximately A$100,000
(or its approximate equivalent in the relevant currency) that at least
two out of five leading banks selected by the Calculation Agent in the
Relevant Financial Centre are quoting at or about the Relevant Time

33
on the date on which such banks would customarily quote such rates
for a period commencing on the first day of the Interest Period to which
the relevant Interest Determination Date relates for a period equivalent
to the relevant Interest Period to leading banks carrying on business
in the Relevant Financial Centre.
(iii) BBSW Rate Determination
If BBSW Rate Determination is specified in the Supplement as the manner in
which the Interest Rate is to be determined, the Interest Rate applicable to the
Floating Rate Senior Notes for each Interest Period is the sum of the Margin
and the BBSW Rate.
In this Condition 5.3(b), “BBSW Rate” means, for an Interest Period, the rate
for prime bank eligible securities having a tenor closest to the Interest Period
as displayed as the “AVG MID” on the Thomson Reuters Screen BBSW Page
(or any designation which replaces that designation on that page, or any page
that replaces that page) by 12pm (Sydney time) on the first Business Day of
that Interest Period. However, if such rate does not appear on the Thomson
Reuters Screen BBSW Page (or any designation which replaces that
designation on that page, or any page that replaces that page) by 12pm
(Sydney time) on that day, or if it does appear but the Calculation Agent
determines that there is an obvious error in that rate, “BBSW Rate” means the
rate determined by the Calculation Agent in good faith having regard to
comparable indices in customary market usage. The rate calculated or
determined by the Calculation Agent will be expressed as a percentage rate
per annum and will be rounded up, if necessary, to the next higher one ten-
thousandth of a percentage point (0.0001%).
Notwithstanding the paragraph above, if the Issuer or the Calculation Agent in
consultation with the Issuer determines that the BBSW Rate has been
permanently discontinued, “BBSW Rate” means the rate which the Calculation
Agent is directed by the Issuer to substitute for the BBSW Rate (“Alternative
Rate”), which will be the rate specified by the International Swaps and
Derivatives Association (or its successor) (“ISDA”) to be the relevant fallback
rate for the BBSW Rate, or such successor or substitute rate which is
consistent with accepted market practice. As part of such substitution, the
Calculation Agent will, after consultation with and direction from the Issuer,
make such adjustments to the Alternative Rate or the spread thereon, as well
as the Business Day Convention, Interest Determination Dates and related
provisions and definitions, in each case that are consistent with accepted
market practice for the use of such Alternative Rate for debt obligations such
as the Floating Rate Senior Notes.

(iv) Interest Rate determination for Index-Linked Interest Senior Notes
If the Index-Linked Interest Senior Note provisions are specified in the
Supplement as being applicable, the Interest Rate payable in respect of each
Interest Period of the Index-Linked Interest Senior Notes shall be determined
in the manner specified in the Supplement.
(v) Minimum and/or Maximum Interest Rate
If the Supplement specifies a Minimum Interest Rate for any Interest Period
then, in the event that the Interest Rate in respect of such Interest Period
determined in accordance with the other provisions of this Condition 5.3(b) is
less than such Minimum Interest Rate, the Interest Rate for such Interest
Period shall be such Minimum Interest Rate.

34
If the Supplement specifies a Maximum Interest Rate for any Interest Period
then, in the event that the Interest Rate in respect of such Interest Period
determined in accordance with the other provisions of this Condition 5.3(b) is
greater than such Maximum Interest Rate, the Interest Rate for such Interest
Period shall be such Maximum Interest Rate.
(vi) Fallback Interest Rate
Unless otherwise specified in the Supplement, if, during the Interest Period,
the Calculation Agent is unable to determine a rate (or, as the case may be,
the arithmetic mean of rates) in accordance with the above provisions, the
Interest Rate applicable to the Senior Notes during that Interest Period will be
the Interest Rate applicable to the Senior Notes during the immediately
preceding Interest Period (with adjustment for any change in the Margin,
Maximum Interest Rate or Minimum Interest Rate).
(c) Calculation of interest amount payable
The Calculation Agent will, as soon as practicable on or after determining the Interest
Rate in relation to each Interest Period, calculate the amount of interest payable for the
relevant Interest Period in respect of the Outstanding Principal Amount of each Senior
Note. The amount of interest payable will be calculated by multiplying the product of
the Interest Rate for such Interest Period and the Outstanding Principal Amount by the
applicable Day Count Fraction and rounding the resultant figure to the nearest cent
(with halves being rounded upwards).
5.4 Interest - other rates
Senior Notes in relation to which this Condition 5.4 is specified in the Supplement as being
applicable will bear interest at the rate or rates calculated on the basis specified in, and be
payable in the amounts and in the manner determined in accordance with, the Supplement.
5.5 Interest - supplemental provisions
(a) Interest Payment Dates
Interest on each Senior Note will be payable in arrear at such intervals and on such
Interest Payment Dates as are specified in the Supplement and on the Maturity Date.
(b) Notification of Interest Rate, interest payable and other items
The Calculation Agent will cause each Interest Rate, the amount of interest payable
and each other amount, item or date, as the case may be, determined or calculated by
it to be notified to the Issuer, the Registrar and any relevant Agent in accordance with
Condition 11 (“Notices”) as soon as practicable after such determination or calculation
but in any event not later than the fourth day (other than a Saturday or Sunday) on
which commercial banks are open for business in the Relevant Financial Centre
thereafter. The Calculation Agent will be entitled to amend any such amount, item or
date (or to make appropriate alternative arrangements by way of adjustment) without
prior notice in the event of the extension or abbreviation of any relevant Interest Period
or Calculation Period and such amendment will be notified in accordance with the
previous sentence.
(c) Determination final
The determination by the Calculation Agent of all amounts, rates and dates falling to
be determined by it pursuant to the Conditions (including, without limitation, the Interest
Rate for any Interest Period and the amount of interest payable for any Interest Period
in respect of any Senior Note) is, in the absence of manifest error, final and binding on
the Issuer, each Holder, the Registrar, any Agent and the Calculation Agent.

35
(d) Interest continues to accrue
If a payment of principal or interest in respect of a Senior Note is improperly withheld
or refused when due and payable interest accrues on the Outstanding Principal Amount
of each Senior Note or as otherwise indicated in the Supplement. Interest ceases to
accrue as from the due date for redemption of a Senior Note unless the relevant
payment is not made in which case interest will continue to accrue thereon (both before
and after any demand or judgment) at the rate then applicable to the Outstanding
Principal Amount of the Senior Note or such other default rate (if any) as may be
specified in the Supplement until the date on which the relevant payment is made or, if
earlier, the seventh day after the date on which any Agent receives the funds required
to make such payment (provided that notice of such circumstance is given to the
Holders in accordance with Condition 11 (“Notices”)) except to the extent that there is
failure in the subsequent payment thereof to the relevant Holder.
5.6 Zero Coupon Senior Notes
(a) This Condition 5.6 is applicable to Senior Notes only if specified in the Supplement as
being applicable.
(b) If the amount due and payable in respect of a non-interest bearing Senior Note (“Zero
Coupon Senior Note”) on the redemption date is not paid when due, the Interest Rate
for any such overdue principal is a rate per annum (expressed as a percentage) equal
to the Amortisation Yield specified in the Supplement.
6 Redemption and purchase
6.1 Redemption on maturity
Unless previously redeemed, purchased and cancelled, each Senior Note shall be redeemed
on the Maturity Date at its Maturity Redemption Amount, together with any interest payable
under Condition 5 (“Interest”).
6.2 Purchase of Notes
The Issuer or any of its Subsidiaries may at any time purchase Senior Notes in the open market
or otherwise and at any price, provided that such Senior Notes are not acquired by a controlled
entity that is not a tax resident of Australia unless such Senior Notes are acquired by it as part
of a business carried on by it through a permanent establishment located within Australia. All
unmatured Senior Notes purchased in accordance with this Condition may be held, resold or
cancelled at the discretion of the Issuer, subject to compliance with all legal and regulatory
requirements. For the purposes of the Meetings Provisions, in determining whether the
provisions relating to quorum are complied with, any Senior Notes held in the name of the Issuer
or any of its Subsidiaries will be disregarded.
6.3 Redemption of Senior Notes for taxation reasons
(a) If, in respect of the Senior Notes of any Series, the Issuer, on the occasion of the next
payment due in respect of the Senior Notes, would be required under Condition 8.8
(“Additional Amounts”) to make payment of any Additional Amount, then the Issuer
having given notice in accordance with Condition 6.9 (“Notice of Redemption”) may
redeem all (but not, unless and to the extent that the Supplement specifies otherwise,
some only) of the Senior Notes on the Early Redemption Date (Tax) at the Early
Redemption Amount (Tax).
(b) In this Condition 6:
Early Redemption Amount (Tax) means, in respect of the Senior Notes, their
Outstanding Principal Amount or such other Early Redemption Amount (Tax) as is

36
specified in the Supplement), together with (unless otherwise specified in the
Supplement) accrued interest (if any) thereon; and
Early Redemption Date (Tax) means, in the case of interest bearing Senior Notes, the
next Interest Payment Date or such other date specified in the Supplement or, in the
case of other Senior Notes, the date specified in the Supplement.
6.4 Early redemption at the option of the Issuer
(a) If this Condition 6.4 is specified in the Supplement as being applicable to the Senior
Notes of any Series, and subject to the satisfaction of any relevant conditions specified
in the Supplement, then the Issuer having given notice in accordance with Condition 6.9
(“Notice of Redemption”) may redeem all (but not, unless and to the extent that the
Supplement specifies otherwise, some only) of the Senior Notes on the Early
Redemption Date (Call) at the Early Redemption Amount (Call).
(b) In this Condition 6:
Early Redemption Amount (Call) means, in respect of the Senior Notes, their
Outstanding Principal Amount or such other Early Redemption Amount (Call) as is
specified in, or determined in accordance with, the Supplement), together with (unless
otherwise specified in the Supplement) accrued interest (if any) thereon; and
Early Redemption Date (Call) means, in the case of interest bearing Senior Notes, an
Interest Payment Date(s) or such other date(s) specified in the Supplement or, in the
case of other Senior Notes, the date(s) specified in the Supplement.
6.5 Early redemption at the option of Holders
(a) If this Condition 6.5 is specified in the Supplement as being applicable to the Senior
Notes of any Series and:
(i) subject to satisfaction of any relevant conditions specified in the Supplement;
(ii) upon the relevant Holder having given notice in accordance with Condition
6.5(c) in respect of all or some of the Senior Notes held by the Holder; and
(iii) unless previously redeemed, purchased and cancelled,
then the Issuer will redeem the relevant Senior Notes on the Early Redemption Date
(Put) at the Early Redemption Amount (Put).
(b) In this Condition 6:
Early Redemption Amount (Put) means, in respect of a Senior Note, its Outstanding
Principal Amount or such other Early Redemption Amount (Put) as is specified in, or
determined in accordance with, the Supplement), together with (unless otherwise
specified in the Supplement) accrued interest (if any) thereon; and
Early Redemption Date (Put) means, in the case of interest bearing Senior Notes, the
next Interest Payment Date or such other date specified in the Supplement or, in the
case of other Senior Notes, the date specified in the Supplement.
(c) To exercise the option under this Condition 6.5, the Holder must complete, sign and
deliver to the specified offices of each of the Issuer and the Registrar not less than 45
days before the Early Redemption Date (Put) (or such other period as may be specified
in the Supplement), a redemption notice (in the form obtainable from the Registrar),
together with such evidence as the Registrar may require to establish the rights of that
Holder to the relevant Senior Notes. Any notice given under by a Holder this Condition
6.5 is irrevocable.

37
6.8 Zero Coupon Senior Notes
In the case of a Zero Coupon Senior Note (unless otherwise specified in the Supplement), the
Early Termination Amount is the Amortised Face Amount or such other amount specified in the
Supplement.
6.9 Notice of redemption
Any notice of redemption given by the Issuer under this Condition 6 (“Redemption and
purchase”) must be given in accordance with Condition 11 (“Notices”) to the relevant Registrar,
the relevant Agent and the Holders not more than 45 nor less than 15 days’ notice before the
relevant redemption date, and shall specify:
(a) the Series of Senior Notes subject to redemption;
(b) the Early Redemption Date (Tax) or Early Redemption Date (Call), as the case may be;
(c) the Early Redemption Amount (Tax) or Early Redemption Amount (Call), as the case
may be, at which such Senior Notes are to be redeemed;
(d) whether or not accrued interest is to be paid upon redemption and, if so, the amount
thereof or the basis or method of calculation thereof, all as provided in the Supplement;
and
(e) subject to the Supplement specifying that a partial redemption is permissible, whether
such Series is to be redeemed in whole or in part only and, if in part only, the aggregate
principal amount of the Senior Notes of the relevant Series which are to be redeemed.
In the case of a partial redemption, the Senior Notes to be redeemed will be selected
by the Issuer in such manner as it considers appropriate, and the notice will also specify
the Senior Notes selected for redemption.
The notice is irrevocable and obliges the Issuer to redeem the Senior Notes at the time and in
the manner specified in the notice.
7 Events of Default
7.1 Events of Default
The following events or circumstances as modified by, and/or such other events as may be
specified in the Supplement (in this Condition 7, each an “Event of Default”) shall be
acceleration events in relation to the Senior Notes of any Series, namely:
(a) the Issuer fails to pay any amount of principal in respect of the Senior Notes of the
relevant Series or any of them within 7 Business Days of the due date for payment
thereof or fails to pay any amount of interest in respect of the Senior Notes of the
relevant Series or any of them within 14 Business Days of the due date for payment
thereof;
(b) the Issuer defaults in the performance or observance of any of its other obligations
under or in respect of any of the Senior Notes of the relevant Series and (except in any
case where such default is incapable of remedy when no such continuation or notice,
as is hereinafter mentioned, will be required) such default remains unremedied for 30
days after written notice requiring such default to be remedied has been delivered to
the Issuer by the Holder of any such Senior Note;
(c) a Winding-Up;
(d) the Issuer ceases to carry on all or substantially all of its business other than under or
in connection with a Solvent Reconstruction;

38
(e) an encumbrancer takes possession of, or a receiver is appointed to, the whole or any
substantial part of the assets or undertaking of, or an administrator, liquidator, receiver,
receiver and manager or other controller (as defined in the Corporations Act) is
appointed to, the Issuer or a distress or execution is levied or enforced upon any
substantial part of the assets or undertaking of the Issuer and is not removed, paid out
or otherwise discharged within 30 days unless the same is being contested in good
faith; or
(f) the Issuer shall be unable to pay its debts as they fall due.
No Event of Default in respect of the Senior Notes shall occur solely on account of any failure
by the Issuer to perform or observe any of its obligations in relation to, the suspension of any
payments on or the taking of any proceeding in respect of, any share, note or other security or
instrument constituting Tier 1 Capital or Tier 2 Capital (as defined by APRA from time to time).
7.2 Consequences of an Event of Default
Subject to Condition 7.3 (“Rectification”), if any Event of Default occurs in relation to the Senior
Notes of any Series, then a Holder in that Series may, by written notice to the Issuer (with a
copy to the Registrar and the Programme Manager), declare the Early Termination Amount
less, in the case of any Senior Note payable by instalments, the aggregate amount of all
instalments that shall have become due and payable in respect of such Senior Note under any
other Condition prior to the date fixed for redemption (which amount is, and to the extent not
then paid, remains due and payable) (together with all accrued interest (if any)) applicable to
each Senior Note held by the Holder to be due and payable immediately or on such other date
specified in the notice.
7.3 Rectification
A Holder’s right to declare Senior Notes due terminates if the situation giving cause to it has
been cured before such right is exercised.
7.4 Notification
If an Event of Default occurs and is continuing, the Issuer must promptly, after becoming aware
of it, notify the Registrar and the Programme Manager of the occurrence of the Event of Default
(specifying details of it) and procure that the Registrar promptly notifies Holders of the
occurrence of the Event of Default.
8 Payments
8.1 Record Date
Payments to Holders will be made according to the particulars recorded in the Register at
5.00 p.m. (local time) on the relevant Record Date.
8.2 Joint holders
When a Senior Note is held jointly, payment will be made to the holders in their joint names
unless requested otherwise.
8.3 Method of payments
Payments in respect of each Senior Note will be made:
(a) if the Senior Notes are in the Austraclear System, by crediting on the relevant Payment
Date the amount then due to the account of the Holder in accordance with the
Austraclear Regulations; or

39
(b) if the Senior Notes are not in the Austraclear System, by crediting on the Payment Date
the amount then due to an account previously notified by the Holder in respect of that
Senior Note to the Registrar. If the Holder has not notified the Issuer and the Registrar
of such an account by close of business on the relevant Record Date or upon
application by the Holder to the Issuer and the Registrar no later than close of business
on the relevant Record Date, payments in respect of the relevant Senior Note will be
made by cheque, mailed on the relevant Interest Payment Date in the case of payments
of interest or on the due date for redemption or repayment, in the case of payments of
principal, at the Holder’s risk to the Holder (or to the first named of joint registered
holder) of such Senior Note at the address appearing in the Register as at the Record
Date. Cheques to be despatched to the nominated address of a Holder will in such
cases be deemed to have been received by the Holder on the relevant Payment Date
and no further amount will be payable by the Issuer in respect of the relevant Senior
Note as a result of payment not being received by the Holder on the due date. A
payment made by electronic transfer is for all purposes taken to be made when the
Issuer or Registrar gives an irrevocable instruction for the making of that payment by
electronic transfer, being an instruction which would be reasonably expected to result,
in the ordinary course of banking business, in the relevant funds reaching the account
of the Holder on the same day as the day on which the instruction is given.
8.4 Business Days
(a) If a payment is due under a Senior Note on a day which is not a Business Day the date
for payment will be adjusted in accordance with the Applicable Business Day
Convention.
(b) If payment is to be made to an account on a Business Day on which banks are not
open for general banking business in the city in which the account is located, the Holder
is not entitled to payment of such amount until the next Business Day on which banks
in such city are open for general banking business and is not entitled to any additional
interest or other payment in respect of any such delay.
8.5 Payment subject to fiscal laws
Payments (whether in respect of principal, redemption amounts, interest or otherwise) in
respect of the Senior Notes are subject in all cases to applicable provisions of fiscal and other
laws, regulations and directives and the administrative practices and procedures of fiscal and
other authorities in relation to Taxes (as defined in Condition 8.6 (“Taxation”)), anti-money
laundering and other requirements which may apply to payments of amounts in respect of the
Senior Notes (including, without limitation, any withholding or deduction arising under or in
connection with FATCA).
If any withholding or deduction arises under or in connection with FATCA, the Issuer will not be
required to pay any additional amounts on account of such withholding or deduction or
otherwise reimburse or compensate, or make any payment to, a Holder or a third party on behalf
of, a Holder, or any beneficial owner of any interest in or rights in respect of a Senior Note, for
or in respect of any such withholding or deduction.
8.6 Taxation
All payments (whether in respect of the principal redemption amount, interest or otherwise) in
respect of the Senior Notes will be made without set-off or counterclaim and free and clear of,
and without deduction of or withholding on account of any taxes, levies, duties, charges,
deductions or withholding of any nature now or hereafter imposed, levied, collected, withheld or
assessed by the Commonwealth of Australia or any political subdivision therein or thereof
unless such withholding or deduction is required by law (together, “Taxes”). The Issuer shall
withhold or deduct any such amount required by law from the relevant payment in respect of
the Senior Notes.

40
8.7 No gross-up
If this Condition 8.7 is specified in the Supplement as being applicable or if Condition 8.8
(“Additional Amounts”) is not specified in the Supplement as being applicable, nothing imposes
any obligation or liability whatsoever on the Issuer to reimburse or compensate or make any
payment to a Holder for or in respect of any withholding or deduction under Condition 8.6
(“Taxation”).
8.8 Additional Amounts
If this Condition 8.8 is specified in the Supplement as being applicable, upon a deduction or
withholding being made under Condition 8.6 (“Taxation”) the Issuer will pay such additional
amounts (“Additional Amounts”) as may be necessary in order that the net amount received
by the Holders after such withholding or deduction equals the respective amounts which would
otherwise have been receivable in respect of the Senior Notes in the absence of such
withholding or deduction, except that no Additional Amounts are payable in relation to any
payments in respect of any Senior Note:
(a) to, or to a third party on behalf of, a Holder, or any beneficial owner of any interest in
or rights in respect of such Senior Note, who is liable to such Taxes in respect of such
Senior Note by reason of his having some connection with the Commonwealth of
Australia or any political subdivision therein or thereof other than the mere holding of
such Senior Note or receipt of payment (whether in respect of principal, redemption
amount, interest or otherwise) in respect thereof;
(b) to, or to a third party on behalf of, a Holder, or any beneficial owner of any interest in
or rights in respect of such Senior Note, who could lawfully avoid (but has not so
avoided) such deduction or withholding by complying or procuring that any third party
complies with any statutory requirements or by making or procuring that any third party
makes a declaration of non-residence or similar cause for exemption to any tax
authority in the place where payment under the Senior Note is made;
(c) to, or to a third party on behalf of an Australian resident Holder, if that person has not
supplied an appropriate Tax File Number (“TFN”) or Australian Business Number
(“ABN”) (or details of the applicable exemption for these requirements);
(d) to, or to a third party on behalf of, a Holder, or any beneficial owner of any interest in
or rights in respect of such Senior Note, who is liable to any Tax in respect of the Senior
Note by reason of the Holder being an associate of the Issuer as defined in
section 128F(9) of the Income Tax Assessment Act 1936 of Australia (“Tax Act”);
(e) to, or to a third party on behalf of, a Holder, or any beneficial owner of any interest in
or rights in respect of such Senior Note, who is party to or participating in a scheme to
avoid Taxes; or
(f) to, or to a third party on behalf of, a Holder, or any beneficial owner of any interest in
or rights in respect of such Senior Note, who is liable to any Tax in respect of the Senior
Note under or in connection with FATCA.
The Issuer or any person making payments on behalf of the Issuer may deduct tax-at-source
on interest payments to a Holder at the rate required by the Tax Act unless the Registrar
receives written notice of the Holder’s TFN, ABN or evidence of any exemption the Holder may
have from the need to advise the Registrar of its TFN or ABN. The TFN, ABN or appropriate
evidence (as the case may be) must be received by the Registrar not less than five Business
Days prior to the relevant Interest Payment Date.
8.9 Currency indemnity
The Issuer waives any right it has in any jurisdiction to pay an amount other than in the currency
in which it is due. However, if a Holder receives an amount in a currency or currencies other

41
than that in which it is due:
(a) it may convert the amount received into the due currency (even though it may be
necessary to convert through a third currency to do so) on the day and at such rates
(including spot rate, same day value rate or value tomorrow rate) as it reasonably
considers appropriate taking into account any costs of conversion; and
(b) the Issuer satisfies its obligation to pay in the due currency only to the extent of the
amount of the due currency obtained from the conversion.
8.10 Rounding
For the purposes of any calculations required pursuant to these Conditions (unless otherwise
specified):
(a) all percentages resulting from such calculations shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point (with halves being rounded up);
(b) all figures shall be rounded to five significant figures (with halves being rounded up);
and
(c) all amounts that fall due and payable shall be rounded to the nearest cent (with halves
being rounded up).
9 Further issues
The Issuer may from time to time, without the consent of any Holder, issue (x) further Senior
Notes having the same terms and conditions as the Senior Notes of any Series in all respects
(or in all respects except for their Issue Date, Issue Price and first payment of interest, if any,
on them and/or their denomination) so as to be consolidated with and to form a single Series
with the Senior Notes of that Series, or (y) any securities ranking equally with Senior Notes (on
the same terms or otherwise) or ranking in priority or junior to Senior Notes.
10 Time limit for claims
A claim against the Issuer for a payment under a Senior Note is void unless such claim is made
within 10 years (in the case of principal and redemption amount) and 5 years (in the case of
interest and other amounts) from the Relevant Date of payment.
11 Notices
11.1 To the Issuer, the Programme Manager, the Registrar and the Agent
A notice or other communication in connection with a Senior Note to the Issuer, the Programme
Manager, a Registrar or an Agent must be in writing and may be given by prepaid post or
delivery to the address of the addressee, by facsimile to the facsimile number of the addressee
specified (if any) or by email to the address of the addressee specified (if any):
(a) in the Information Memorandum; or
(b) as otherwise agreed between those parties from time to time and notified to the
Holders.
11.2 To Holders
A notice or other communication in connection with a Senior Note to the Holders must be in
writing and may be given by:

42
(a) an advertisement published in The Australian Financial Review or any other newspaper
or newspapers circulating in Australia generally;
(b) if an additional or alternate newspaper is specified in the Supplement, that newspaper;
(c) prepaid post (airmail if posted to or from a place outside Australia) or delivery or by
facsimile to the address or facsimile number, as the case may be, of each Holder or
any relevant Holder as shown in the Register at the close of business three Business
Days prior to the dispatch of the relevant notice or communication;
(d) a notice posted on an electronic source approved by the Programme Manager and
generally accepted for notices of that type (such as Bloomberg or Reuters); or
(e) a notice distributed through the Clearing System in which the Senior Notes are held.
11.3 Effective on receipt
Unless a later time is specified in it a notice, approval, consent or other communication takes
effect from the time it is received, except that if it is received after 5.00 p.m. in the place of
receipt or on a non-business day in that place, it is to be taken to be received at 9.00 a.m. on
the next succeeding business day in that place.
11.4 Proof of receipt
Subject to Condition 11.3 (“Effective on receipt”), proof of posting of a letter, dispatch of a
facsimile, dispatch of an email, publication of a notice, or of posting a notice on an electronic
source is proof of receipt:
(a) in the case of a letter, on the third (seventh, if outside Australia) day after posting;
(b) in the case of a facsimile, on receipt by the sender of a successful transmission report
(c) in the case of an email:
(i) when the sender receives an automated message confirming delivery; or
(ii) four hours after the time sent (as recorded on the device from which the sender
sent the email) unless the sender receives an automated message that the
email has not been delivered,
whichever happens first;
(d) in the case of publication, on the date of such publication;
(e) in the case of an electronic source, on the date posted on such electronic source; and
(f) in the case of a Clearing System, on the date the notice is delivered to the Clearing
System.
12 Meetings of Holders
Meetings of Holders may be convened in accordance with the Meeting Provisions. Any such
meeting may consider any matters affecting the interests of Holders, including, without
limitation, the variation of the terms of the Senior Notes by the Issuer and the granting of
approvals, consents and waivers, and the declaration of an Event of Default.

43
13 Amendments
13.1 To cure ambiguities
The Conditions and the Supplement may be amended by the Issuer (after consultation with the
Programme Manager) and the Agency and Registry Agreement and any I&P Agency
Agreement (Offshore) (if applicable) may be amended by the parties thereto without the consent
of any Holder:
(a) for the purposes of curing any ambiguity, or correcting or supplementing any defective
or inconsistent provisions therein or in any other manner which the Issuer deems, or in
the case of the Agency or Registry Agreement, as the parties thereto deem, necessary
or desirable and which in the opinion of the Issuer does not materially adversely affect
the rights of existing Holders; or
(b) for any other purpose, where the amendments apply prospectively and do not apply to
existing Holders.
13.2 Approval by Holders
The Conditions, Supplement, the Agency and Registry Agreement and any I&P Agency
Agreement (Offshore) may otherwise be varied by the Issuer with the approval of the Holders
by Extraordinary Resolution. No other variation to the Conditions has effect in relation to the
Holders who hold Senior Notes at the date of any amending deed, unless they otherwise agree
in writing. A variation will take effect in relation to all subsequent Holders. A variation which
affects only a particular Series or Tranche of Senior Notes may be approved solely by the
Holders of such Series or Tranche.
13.3 No other amendments
Except as described in Conditions 13.1 (“To cure ambiguities”) and 13.2 (“Approval by
Holders”), no amendment to the Conditions, Supplement, Agency and Registry Agreement or
any I&P Agency Agreement (Offshore) may be made without the prior written consent and
approval of the Issuer.
14 Registrar
14.1 Role of the Registrar
In acting under the Agency and Registry Agreement in connection with the Senior Notes, the
Registrar acts solely as agent of the Issuer and does not assume any obligations towards or
relationship of agency or trust for or with any of the Holders save insofar as that any funds
received by the Registrar in accordance with the Agency and Registry Agreement shall, pending
their application in accordance with the Agency and Registry Agreement, be held by it in a
segregated account which shall be held on trust for the persons entitled thereto.
14.2 Change of Registrar
The Issuer reserves the right at any time to terminate the appointment of the Registrar in
accordance with the relevant Agency and Registry Agreement and to appoint a successor or
additional registrars, provided, however, that the Issuer must at all times maintain the
appointment of a registrar with its specified office in Australia. Notice of any such termination
of appointment will be given to the Holders in accordance with Condition 11 (“Notices”).
14.3 Appointment of replacement Registrar
If a then current Registrar ceases to be Registrar, the Issuer must ensure that a replacement
Registrar is appointed with effect from the relevant date.

44
15 Calculation Agent
The Calculation Agent and its initial specified offices are as set out in the Supplement for the
Senior Notes issued by the Issuer. The Issuer reserves the right at any time to terminate the
appointment of the Calculation Agent or to appoint additional or other Calculation Agents either
generally or with respect to a Series of Senior Notes, provided that it will ensure that at all times
for so long as any Senior Notes are outstanding the Calculation Agent acts in respect of Senior
Notes for which the Conditions require a Calculation Agent to make calculations.
16. Substitution of the Issuer
16.1 Substitution
The Issuer may, with respect to any Series of Senior Notes issued by it (“Relevant
Instruments”), without the consent of any Holder, substitute for itself any other body corporate
incorporated in any country in the world as the debtor in respect of the Relevant Instruments
and the Agency and Registry Agreement and the I&P Agency Agreement (Offshore)
(“Substituted Debtor”) upon notice by the Issuer and the Substituted Debtor to be given by
publication in accordance with Condition 11 (“Notices”), provided that:
(a) the Issuer is not in default in respect of any amount payable under any of the Relevant
Instruments;
(b) the Issuer and the Substituted Debtor have entered into such documents
(“Documents”) as are necessary to give effect to the substitution and in which the
Substituted Debtor has undertaken in favour of each Holder of the Relevant
Instruments to be bound by the Conditions, the provisions of the Agency and Registry
Agreement and the I&P Agency Agreement (Offshore) and the Deed Poll in respect of
the Relevant Instruments, as the debtor in respect of such Relevant Instruments in
place of the Issuer (or of any previous substitute under this Condition 16);
(c) if the Substituted Debtor is resident for tax purposes in a territory (“New Residence”)
other than that in which the Issuer prior to such substitution was resident for tax
purposes (“Former Residence”), the Transaction Documents contain an undertaking
and/or such other provisions as may be necessary to ensure that each Holder of the
Relevant Instruments has the benefit of an undertaking in terms corresponding to the
provisions of Condition 8.6 (“Taxation”), with, where applicable, the substitution of
references to the Former Residence with references to the New Residence;
(d) Westpac guarantees (with the prior written consent of APRA if necessary) the
obligations of the Substituted Debtor in relation to outstanding Relevant Instruments on
terms that are materially consistent with guarantees customarily given by Westpac;
(e) the Substituted Debtor and the Issuer have obtained all necessary governmental
approvals and consents for such substitution and for the performance by the
Substituted Debtor of its obligations under the Transaction Documents and for the
performance by Westpac of its obligations under the guarantee referred to above as
they relate to the obligations of the Substituted Debtor under the Transaction
Documents;
(f) each competent listing authority, stock or securities exchange, and/or quotation system
on or by which the Relevant Instruments are admitted to listing, trading and/or quotation
shall have confirmed that, following the proposed substitution of the Substituted Debtor,
the Relevant Instruments will continue to be admitted to listing, trading and/or quotation
by the relevant competent listing authority, stock or securities exchange, and/or
quotation system; and
(g) if applicable, the Substituted Debtor has appointed a process agent as its agent in New
South Wales to receive service of process on its behalf in relation to any legal
proceedings arising out of or in connection with the Relevant Instruments.

45
16.2 Consequences of substitution
Upon such substitution the Substituted Debtor shall succeed to, and be substituted for, and may
exercise every right and power, of the Issuer under the Relevant Instruments, the Agency and
Registry Agreement and the I&P Agency Agreement (Offshore) with the same effect as if the
Substituted Debtor had been named as the Issuer therein, and the Issuer shall be released from
its obligations under the Relevant Instruments and under the Agency and Registry Agreement
and/or the I&P Agency Agreement (Offshore).
16.3 Further substitution
After a substitution pursuant to Condition 16.1 (“Substitution”), the Substituted Debtor may,
without the consent of any Holder, effect a further substitution. All the provisions specified in
Conditions 16.1 (“Substitution”) and 16.2 (“Consequences of substitution”) shall apply mutatis
mutandis, and references in the Conditions to the Issuer shall, where the context so requires,
be deemed to be or include references to any such further Substituted Debtor.
16.4 Reversal of substitution
After a substitution pursuant to Conditions 16.1 (“Substitution”) or 16.3 (“Further substitution”)
any Substituted Debtor may, without the consent of any Holder, reverse the substitution, mutatis
mutandis.
16.5 Delivery of Documents
The Documents shall be delivered to, and kept by, the Registrar. Copies of the Documents will
be available free of charge at the specified office of the Registrar and the I&P Agents (Offshore)
(if applicable).
17 Governing law, jurisdiction and service of process
17.1 Governing law
The Senior Notes are governed by the laws in force in the State of New South Wales.
17.2 Jurisdiction
The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts
of the State of New South Wales and courts of appeal from them.
17.3 Service of process
Without preventing any other mode of service, any document in an action (including, without
limitation, any writ of summons or other originating process or any third or other party notice)
may be served on the Issuer by being delivered to or left for the Issuer at its address for service
of notices under Condition 11 (“Notices”).

46
Conditions of the Subordinated Notes
The following are the Conditions of the Subordinated Notes (“Conditions”) which, as supplemented,
amended, modified or replaced in relation to any Subordinated Notes by an applicable Supplement, will
be applicable to each Series of Subordinated Notes. Each Tranche of Subordinated Notes will be the
subject of a Supplement. References in these Conditions to a Supplement are references to the
Supplement applicable to that Tranche.
Each Holder, and any person claiming through or under a Holder, is deemed to have notice of and is
bound by these Conditions, the Deed Poll (as defined in these Conditions), this Information
Memorandum and any applicable Agency and Registry Agreement and/or Supplement. Copies of each
of these documents (to the extent they relate to a Tranche of Subordinated Notes) are available for
inspection by the holder of any Subordinated Note of such Tranche at the offices of Westpac, the
Registrar and Australian Paying Agent and the Programme Manager at their respective addresses set
out in the section entitled “Directory” below, or from such other person specified in a Supplement.
All capitalised terms that are not defined in these terms and conditions have the meanings given in the
relevant Supplement.
1 Interpretation
1.1 Definitions
The following words have these meanings in these Conditions unless the contrary intention
appears:
Additional Amounts has the meaning given in Condition 10.8 (“Additional Amounts”);
Additional Business Centre means the city or cities specified as such in the relevant
Supplement;
Additional Tier 1 Capital has the meaning given to it in the Prudential Standards;
Agency and Registry Agreement means:
(a) the agreement entitled “Agency and Registry Agreement” dated 15 January 2007
between Westpac and BTA Institutional Services Australia Limited (ABN 48 002 916
396); and
(b) any other agency and registry agreement the Issuer may enter into in relation to an
issue of Subordinated Notes under the Programme;
Agent means the Registrar, the I&P Agent (Offshore) and any other person appointed by the
Issuer to perform other agency functions with respect to any Subordinated Notes, or any of
them as the context requires;
Alternate Currency means a currency (other than Australian Dollars) which is specified in the
Supplement;
Applicable Business Day Convention means the Business Day Convention specified in the
Supplement as applicable to any date in respect of the Subordinated Note or, if none is
specified, the Applicable Business Day Convention for such purpose is the Following Business
Day Convention. Different Business Day Conventions may apply, or be specified in relation to,
the Interest Payment Dates and any other date or dates in respect of any Subordinated Notes;
Approved Accounting Standards means the accounting standards and practices from time
to time approved or required or practised under the law and relevant accounting standards in
Australia as appropriate;

47
Approved Replacement Notice has the meaning specified in Condition 6.14(a);
Approved Successor means a holding company that replaces, or is proposed to replace, the
Issuer as the ultimate holding company of the Westpac Group and that satisfies the following
requirements:
(a) the proposed successor holding company complies with all applicable legal
requirements and obtains any necessary regulatory approvals (including, to the extent
required, APRA’s prior written approval);
(b) the proposed successor holding company agrees to take any necessary action to give
effect to an amendment to the Conditions as contemplated in Condition 6.14
(“Amendment of Conditions relating to Conversion for Successor Holding Company”);
(c) the ordinary shares of the proposed successor holding company are to be listed on the
ASX or any internationally recognised stock exchange;
(d) the proposed successor holding company has a place of business in New South Wales
or has appointed a process agent in New South Wales to receive service of process on
its behalf in relation to any legal proceedings arising out of or in connection with the
Subordinated Notes;
(e) the proposed successor holding company has in the reasonable opinion of an
independent expert, the financial capacity to perform the Issuer’s obligations under
these Conditions and the Deed Poll in respect of the relevant Subordinated Notes; and
(f) the proposed replacement of the Issuer and the requirements described in paragraphs
(a) to (c) would not, in the reasonable opinion of an independent expert, otherwise
adversely affect the interests of Holders,
and for the purposes of this definition, “independent expert” means a reputable investment bank
operating in Australia or an investment bank of international repute acting independently of the
Issuer and appointed by the Issuer to provide the opinions referred to in paragraphs (e) and (f);
APRA means the Australian Prudential Regulation Authority;
Assets means, in respect of the Issuer, its total non-consolidated gross assets as shown by the
latest published full-year audited or half-year reviewed accounts, as the case may be, of the
Issuer, but adjusted for events subsequent to the date of such accounts in such manner and to
such extent as two authorised signatories of the Issuer or, if the Issuer is in Winding-Up, the
Liquidator may determine to be appropriate;
ASX means the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624
691);
ASX Business Day means a business day as defined in the ASX Listing Rules;
ASX Listing Rules means the listing rules of ASX from time to time with any modifications or
waivers in their application to the Issuer, which ASX may grant;
Austraclear means Austraclear Ltd (ABN 94 002 060 773);
Austraclear Regulations means the regulations known as the “Austraclear Regulations”,
together with any instructions or directions (as amended or replaced from time to time),
established by Austraclear to govern the use of the Austraclear System and binding on the
participants of that system;
Austraclear System means the system operated by Austraclear for holding securities and
electronic recording and settling of transactions in those securities between participants of that
system;

48
Australian Dollars and A$ mean the lawful currency of Australia;
Business Day means:
(a) if a Subordinated Note is to be issued or a payment in respect of a Subordinated Note
made, a day (other than a Saturday or Sunday or public holiday):
(i) on which commercial banks and foreign exchange markets settle payments
and are open for general banking business (including dealing in foreign
exchange and foreign currency deposits) in Sydney and any Additional
Business Centre;
(ii) on which commercial banks settle payments, in the case of Australian Dollars,
in Sydney, or, in the case of any other currency, in the principal financial city
in the country of that currency; and
(iii) on which the relevant Clearing System (if any) for that Subordinated Note is
operating; and
(b) otherwise, a day (other than a Saturday or Sunday or public holiday) on which
commercial banks and foreign exchange markets settle payments and are open for
general banking business (including dealing in foreign exchange and foreign currency
deposits) in Sydney and any Additional Business Centre;
Business Day Convention means a convention for adjusting any date if it would otherwise fall
on a day that is not a Business Day and the following Business Day Conventions, where
specified in the Supplement in relation to any date applicable to any Subordinated Note, have
the following meanings:
(a) Floating Rate Convention means that the date is postponed to the next following day
which is a Business Day unless that day falls in the next calendar month, in which
event:
(i) such date is brought forward to the first preceding day that is a Business Day;
and
(ii) each subsequent Interest Payment Date is the last Business Day in the
calendar month which is the specified number of months (or other period
specified as the Interest Period in the Supplement) after the calendar month in
which the preceding applicable Interest Payment Date occurred;
(b) Following Business Day Convention means that the date is postponed to the first
following day that is a Business Day;
(c) Modified Following Business Day Convention or Modified Business Day
Convention means that the date is postponed to the first following day that is a
Business Day unless that day falls in the next calendar month in which case that date
is the first preceding day that is a Business Day; and
(d) Preceding Business Day Convention means that the date is brought forward to the
first preceding day that is a Business Day;
Calculation Agent means, in respect of a Tranche, the person (if any) specified as such in the
Supplement. The Calculation Agent must be the same for all Subordinated Notes in a Series;
CHESS means the Clearing House Electronic Sub-register System operated by ASX
Settlement Pty Limited (ABN 49 008 504 532);

49
Chi-X means Chi-X Australia Pty Ltd (ABN 47 129 584 667);
Clearing System means:
(a) the Austraclear System;
(b) Euroclear;
(c) Clearstream Luxembourg; or
(d) any other clearing system specified in the Supplement;
Clearstream Luxembourg means Clearstream Banking SA;
Common Equity Tier 1 Capital has the meaning given to it in the Prudential Standards;
Conditions means, in relation to a Subordinated Note, these terms and conditions as
supplemented, amended, modified or replaced by the Supplement applicable to such
Subordinated Note and references to a particular numbered Condition shall be construed
accordingly;
Conversion means, upon the occurrence of a Non-Viability Trigger Event, the conversion of all
or some Subordinated Notes (or a percentage of the Outstanding Principal Amount of each
Subordinated Note) into Ordinary Shares of the Issuer in accordance with these Conditions.
Convert and Converted shall have corresponding meanings;
Conversion Date means the applicable Non-Viability Trigger Event Date;
Conversion Number has the meaning given in Condition 6.1 (“Conversion”);
Cum Value has the meaning given in Condition 6.2(a);
Day Count Fraction means, in respect of the calculation of interest on a Subordinated Note for
any period of time (“Calculation Period”), the day count fraction specified in the Supplement
and:
(a) if Actual/365 or Actual/Actual is so specified, means the actual number of days in the
Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a
leap year, the sum of:
(i) the actual number of days in the portion of the Calculation Period falling in a
leap year divided by 366; and
(ii) the actual number of days in the portion of the Calculation Period falling in a
non-leap year divided by 365);
(b) if Actual/365 (Fixed) is so specified, means the actual number of days in the
Calculation Period divided by 365;
(c) if Actual/360 is so specified, means the actual number of days in the Calculation Period
divided by 360;
(d) if 30E/360 or Eurobond Basis is so specified, means the number of days in the
Calculation Period divided by 360 calculated on a formula basis as follows:

where:
360
)
1
D
2
(D)]
1
M
2
(Mx[(30)]
1
Y
2
(Yx[360
FractionCountDay



50
“Y
1
” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y
2
” is the year, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;
“M
1
” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M
2
” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D
1
” is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D
1
will be 30; and
“D
2
” is the calendar day, expressed as a number, immediately following the last
day included in the Calculation Period, unless such number would be 31, in
which case D
2
will be 30; and
(e) if RBA Bond Basis or Australian Bond Basis is so specified, means one divided by
the number of Interest Payment Dates in a year (or where the Calculation Period does
not constitute an Interest Period, the actual number of days in the Calculation Period
divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum
of:
(i) the actual number of days in that portion of the Calculation Period falling in a
leap year divided by 366; and
(ii) the actual number of days in that portion of the Calculation Period falling in a
non-leap year divided by 365));
Deed Poll means, in relation to a Subordinated Note, such deed poll or indenture executed by
the Issuer at any time in favour of the Holder of that Subordinated Note (including, if applicable,
the deed poll entitled “Subordinated Note Deed Poll” executed by the Issuer and dated 5 March
2014) as specified in the applicable Supplement;
Denomination means the notional face value of a Subordinated Note as specified in the
Supplement;
Early Termination Amount means in relation to a Subordinated Note, the Outstanding
Principal Amount or such other redemption amount as may be specified in, or determined in
accordance with the provisions of, the Supplement;
Equal Ranking Instruments means instruments which satisfy the requirements set out in one
of the following paragraphs (a), (b) or (c):
(a) any instruments, present and future, issued by the Issuer after 1 January 2013 which:
(i) by their terms are, or are expressed to be, subordinated in a Winding-Up to the
claims of Senior Creditors;
(ii) qualify as Tier 2 Capital of the Issuer; and
(iii) in a Winding-Up rank, or are expressed to rank, prior to, and senior in right of
payment to, instruments which constitute Additional Tier 1 Capital or Common
Equity Tier 1 Capital of the Issuer;
(b) the Perpetual Capital Notes (irrespective of whether or not such instruments are treated
as constituting Tier 2 Capital in accordance with any transitional arrangements
approved by APRA); or

51
(c) any other instruments, present and future, issued by the Issuer where, the right to
repayment ranks, or is expressed to rank, in a Winding-Up equally with the claims of
Holders of Subordinated Notes (irrespective of whether or not such instruments qualify
as Tier 2 Capital of the Issuer);
Euroclear means Euroclear Bank SA/NV;
Event of Default has the meaning given to it in Condition 9 (“Events of Default”);
Extraordinary Resolution has the same meaning as in the Meetings Provisions;
FATCA means sections 1471 to 1474 of the United States Internal Revenue Code of 1986, as
amended, including any regulations or official interpretations issued, agreements (including,
without limitation, intergovernmental agreements) entered into or non-US laws enacted, with
respect thereto;
FATCA Withholding means any deduction or withholding made for or on account of FATCA;
Final Broken Amount has the meaning given to it in the Supplement;
Fixed Coupon Amount has the meaning given to it in the Supplement;
Foreign Holder means a Holder (a) whose address in the Register is a place outside Australia
or (b) who the Issuer otherwise believes may not be a resident of Australia and, in either case,
the Issuer is not satisfied that the laws of both the Commonwealth of Australia and the Holder’s
country of residence would permit the offer to, or the unconditional holding or acquisition of
Ordinary Shares by, the Holder (but the Issuer will not be bound to enquire and any decision is
in its sole discretion);
Holder means, in respect of a Subordinated Note, the person whose name is for the time being
entered in a Register as the owner of that Subordinated Note or, where a Subordinated Note is
held jointly by two or more persons, the persons whose names appear in the Register as the
joint owners of that Subordinated Note and (for the avoidance of doubt) when a Subordinated
Note is entered into a Clearing System, includes the operator of that system or a nominee for a
common depository for any one or more Clearing Systems (such operator or nominee for a
common depository acting in such capacity as is specified in the rules and regulations of the
relevant Clearing System or Clearing Systems);
Ineligible Holder means:
(a) a Holder who is prohibited or restricted by any applicable law or regulation in force in
Australia (including, but not limited to, Chapter 6 of the Corporations Act, the Foreign
Acquisitions and Takeovers Act 1975 of Australia, the Financial Sector (Shareholdings)
Act 1998 of Australia and Part IV of the Competition and Consumer Act 2010 of
Australia) from being offered, holding or acquiring Ordinary Shares (provided that if the
relevant prohibition or restriction only applies to the Holder in respect of some of its
Subordinated Notes, it shall only be treated as an Ineligible Holder in respect of those
Subordinated Notes and not in respect of the balance of its Subordinated Notes). The
Issuer will be entitled to treat a Holder as not being an Ineligible Holder unless the Holder
has otherwise notified it after the Issue Date and prior to the Non-Viability Trigger Event
Date; or
(b) a Foreign Holder;
Information Memorandum means, in respect of a Subordinated Note, the information
memorandum, disclosure document (as defined in the Corporations Act) or other offering
document referred to in the applicable Supplement and such other documents as are from time
to time incorporated therein by reference;
Initial Broken Amount has the meaning given to it in the Supplement;

52
Interest Accrual Period means, in respect of an Interest Period, each successive period
beginning on and including an Interest Period End Date and ending on but excluding the next
succeeding Interest Period End Date during that Interest Period provided that the first Interest
Accrual Period commences on and includes the Interest Commencement Date and the final
Interest Accrual Period ends on but excludes the Maturity Date or such other date of redemption
of the Subordinated Notes;
Interest Commencement Date means the Issue Date or such other date as may be specified
as such in the Supplement;
Interest Determination Date has the meaning specified as such in the Supplement;
Interest Payment Date means the date or dates specified as such in, or determined in
accordance with the provisions of, the Supplement and adjusted, if necessary, in accordance
with the Applicable Business Day Convention;
Interest Period means each successive period beginning on and including an Interest Payment
Date and ending on but excluding the next succeeding Interest Payment Date provided that the
first Interest Period commences on and includes the Interest Commencement Date and the final
Interest Period ends on but excludes the Maturity Date;
Interest Period End Date means the date or dates specified as such in, or determined in
accordance with the provisions of, the Supplement and, if a Business Day Convention is
specified in the Supplement, adjusted, if necessary in accordance with that Applicable Business
Day Convention or, if the Business Day Convention is the Floating Rate Convention and an
interval of a number of calendar months is specified in the Supplement as the Interest Accrual
Period, such dates as may occur in accordance with the Floating Rate Convention at such
specified period of calendar months following the Interest Commencement Date (in the case of
the first Interest Period End Date) or the previous Interest Period End Date (in any other case)
or, if none of the foregoing is specified in the Supplement, means the date or each of the dates
which correspond with the Interest Payment Date(s) in respect of the Subordinated Notes;
Interest Rate means the rate or rates (expressed as a percentage per annum) or amount or
amounts (expressed as a price per unit of relevant currency) of interest payable in respect of
the Subordinated Notes specified in, or calculated or determined in accordance with the
provisions of, the Conditions and in the case of floating rate Subordinated Notes, the rate
determined in accordance with Condition 7.3 (“Interest - floating rate interest”) and, where so
indicated in the Supplement, may be any interpolated rate calculated in accordance with the
Supplement;
ISDA Definitions means the 2006 ISDA Definitions as supplemented, amended and updated
as at the Issue Date of the first Tranche of Subordinated Notes of the relevant Series (as
specified in the Supplement) and as published by the International Swaps and Derivatives
Association, Inc.;
Issue Date means the day on which any Subordinated Note is, or is to be, issued as specified
in or determined in accordance with the provisions of the Supplement;
Issue Date VWAP means the VWAP during the period of 20 ASX Business Days on which
trading in Ordinary Shares took place immediately preceding (but not including) the first date
on which any Subordinated Notes of that Series were issued, as adjusted in accordance with
Condition 6 (“Procedures for Conversion”);
Issue Price means, in respect of a Subordinated Note, the issue price specified in the
Supplement;
Issuer means Westpac;
I&P Agency Agreement (Offshore) means any agreement between an I&P Agent (Offshore)
and the Issuer;

53
I&P Agent (Offshore) means, in relation to all or any Series or Tranche of Subordinated Notes,
each person appointed by the Issuer to perform issue and paying agency functions with respect
to that Series or Tranche of Subordinated Notes initially lodged and held through (or
predominantly through) Euroclear, Clearstream Luxembourg or such other Clearing System as
is agreed from time to time by the Issuer, the Programme Manager and the relevant I&P Agent
(Offshore), details of which are specified in the Supplement or in the Information Memorandum;
Junior Ranking Capital Instruments means instruments, present and future, issued by the
Issuer which:
(a) by their terms are, or are expressed to be, subordinated in a Winding-Up to the claims
of Holders of Subordinated Notes and other Equal Ranking Instruments; and
(b) qualify as Additional Tier 1 Capital or Common Equity Tier 1 Capital of the Issuer;
Liabilities means, in respect of the Issuer, its total non-consolidated gross liabilities as shown
by its latest published full-year audited or half-year reviewed accounts, as the case may be, but
adjusted for events subsequent to the date of such accounts in such manner and to such extent
as two authorised signatories of the Issuer or, if the Issuer is in Winding-Up, the Liquidator may
determine to be appropriate;
Liquidator means the liquidator or other official responsible for the conduct and administration
of a Winding-Up;
Margin means the margin specified in, or determined in accordance with the provisions of, the
Supplement;
Maturity Date means the date for redemption of a Subordinated Note as specified in the
Supplement and adjusted, if necessary, in accordance with the Applicable Business Day
Convention;
Maturity Redemption Amount means in relation to a Subordinated Note, the Outstanding
Principal Amount or such other redemption amount as may be specified in, or calculated or
determined in accordance with the provisions of, the Supplement;
Maximum Conversion Number has the meaning given in Condition 6.1 (“Conversion”);
Meetings Provisions means the provisions for the convening of meetings of, and passing of
resolutions by, Holders set out in schedule 1 of the Deed Poll;
Non-Viability Trigger Event occurs when APRA notifies the Issuer in writing that it believes:
(a) Conversion or Write-off of all or some Subordinated Notes or conversion, write-off or
write-down of all or some Relevant Securities is necessary because, without it, the
Issuer would become non-viable; or
(b) a public sector injection of capital, or equivalent support, is necessary because, without
it, the Issuer would become non-viable;
Non-Viability Trigger Event Date has the meaning given in Condition 5.1(c)(iii);
Offshore Issue means an issue of Subordinated Notes which is specified as such in a
Supplement, being an issue which is offered primarily in a market outside Australia;
Ordinary Resolution has the same meaning as in the Meetings Provisions;
Ordinary Share means a fully paid ordinary share in the capital of the Issuer;
Outstanding means, on any day, all Subordinated Notes issued, less such Subordinated

54
Notes:
(a) which have been redeemed, Converted, Written-off or satisfied in full by the Issuer in
accordance with the Conditions;
(b) for the payment of which funds equal to their aggregate Outstanding Principal Amount
are on deposit with the relevant Registrar on terms which prohibit the return of the
deposit or the use of the deposit for any purpose other than the payment of such
Subordinated Notes or in respect of which the relevant Registrar holds an irrevocable
direction to apply funds in repayment of Subordinated Notes to be redeemed on that
day;
(c) in respect of which a Holder is unable to make a claim as a result of the operation of
Condition 12 (“Time limit for claims”); or
(d) those which have been purchased and cancelled as provided in the Conditions,
provided that for the purposes of:
(i) ascertaining the right to attend and vote at any meeting of the Holders; and
(ii) the determination of how many Subordinated Notes are outstanding for the
purposes of the definition of the Outstanding Principal Amount,
such Subordinated Notes which are beneficially held by, or are held on behalf of, the Issuer and
not cancelled shall be deemed not to remain outstanding;
Outstanding Principal Amount means in respect of any Subordinated Note which is
Outstanding at any time, the outstanding principal amount of the Subordinated Note, and for
such purposes:
(a) the principal amount of a Subordinated Note issued at a discount, at par or at a
premium, but which has not been Converted or Written-off, is at any time to equal to its
Denomination;
(b) if an amount is required to be determined in Australian Dollars, the Australian Dollar
equivalent of a Subordinated Note denominated in an Alternate Currency is to be
determined on the basis of the spot rate of exchange for the sale of Australian Dollars
against the purchase of the relevant Alternate Currency in the Sydney foreign exchange
market quoted by any leading bank selected by the Issuer on the relevant calculation
date. The calculation date is, at the discretion of the Issuer, either the date specified
in the relevant formula in Condition 6.1(a) or the preceding day on which commercial
banks and foreign exchange markets are open for business in Sydney or such other
date as may be specified by the Issuer in the Supplement; and
(c) if the principal amount of a Subordinated Note has from time to time been Converted
or Written-off as described in, and in accordance with, Conditions 5 (“Non-viability,
Conversion and Write-off”) and 6 (“Procedures for Conversion”) the principal amount
of the Subordinated Note will be reduced by the principal amount so Converted or
Written-off;
Payment Date means, in respect of a Subordinated Note, an Interest Payment Date, the
Maturity Date or other relevant payment date (including an early payment date) and adjusted,
if necessary, in accordance with the Applicable Business Day Convention;
Perpetual Capital Notes means the Perpetual Capital Floating Rate Notes issued by the Issuer
on 30 September 1986 (as may be varied or amended from time to time);
Programme means Westpac’s programme for the issuance of Subordinated Notes and other
debt instruments established under the Transaction Documents;

55
Programme Manager means Westpac Banking Corporation (ABN 33 007 457 141), in its
capacity as programme manager of the Programme, or such other person appointed by the
Issuer from time to time and who has consented to act as Programme Manager;
Prudential Standards means the prudential standards and guidelines published by APRA and
applicable to the Issuer from time to time;
Reclassification has the meaning given in Condition 6.3 (“Adjustments to VWAP for capital
reconstruction”);
Record Date means, in the case of payments of interest or principal, the close of business in
the place where the Register is maintained on the eighth calendar day before the relevant date
for payment or such other time and date that may be specified in the Supplement;
Reference Banks means the institutions specified as such in the Supplement or, if none, four
major banks selected by the Calculation Agent in the market that is most closely connected with
the Reference Rate;
Reference Rate means, in relation to a Subordinated Note, the rate so specified in the
Supplement;
Register means, in relation to Subordinated Notes, a register, including any branch register, of
Holders established and maintained by or on behalf of the Issuer by the Registrar in which is
entered the names and addresses of Holders, the amount of Subordinated Notes held by each
Holder and the Tranche, Series and Issue Date and transfer of those Subordinated Notes, and
any other particulars which the Issuer sees fit;
Registrar means, in relation to all or any Series of Subordinated Notes, BTA Institutional
Services Australia Limited (ABN 48 002 916 396) or such other person appointed by the Issuer
pursuant to an Agency and Registry Agreement to establish and maintain a Register and to act
as issuing and paying agent for such Subordinated Notes on the Issuer’s behalf from time to
time;
Related Entity means an entity over which the Issuer or any parent of the Issuer exercises
control or significant influence, as determined by APRA from time to time;
Relevant Date means the date on which a payment in respect of the Subordinated Notes first
becomes due, except that if the full amount payable has not been received by the Registrar on
or before the due date, it means the date on which, the full amount having been so received,
notice to that effect is given to the Holders in accordance with Condition 13 (“Notices”);
Relevant Financial Centre means the city specified as such in the Supplement or, if none, the
city most closely connected with the Reference Rate in the determination of the Calculation
Agent;
Relevant Screen Page has the meaning specified as such in the Supplement and will include
any other page, section or other part as may replace the specified page on any applicable
information service including as may be nominated by the relevant service provider for the
purposes of displaying rates or prices comparable to the Relevant Screen Page;
Relevant Securities means Relevant Tier 1 Securities and Relevant Tier 2 Securities;
Relevant Tier 1 Security means a security forming part of the Tier 1 Capital of the Issuer on a
“Level 1 basis” or “Level 2 basis” in accordance with the Prudential Standards which, upon the
occurrence of a Non-Viability Trigger Event, may be either:
(a) converted into Ordinary Shares; or
(b) written-off or written-down (and all rights and claims of the holders in respect of the
security shall be written-off or written-down);

56
Relevant Tier 2 Security means a security forming part of the Tier 2 Capital of the Issuer on a
“Level 1 basis” or “Level 2 basis” in accordance with the Prudential Standards which, upon the
occurrence of a Non-Viability Trigger Event, may be either:
(a) converted into Ordinary Shares; or
(b) written-off or written-down (and all rights and claims of the holders in respect of the
security shall be written-off or written-down),
and includes the Subordinated Notes;
Replacement has the meaning given in Condition 6.14(a);
Sale and Transfer Agent means each nominee (who cannot be a member of the Westpac
Group or a Related Entity) appointed by the Issuer under a facility established for the sale or
transfer of Ordinary Shares issued on Conversion on behalf of:
(a) if the Holder is the operator of a Clearing System or a nominee for a common depository
for any one or more Clearing Systems (such operator or nominee for a common
depository acting in such capacity as is specified in the rules and regulations of the
relevant Clearing System or Clearing Systems), the participants in the relevant Clearing
System or Clearing Systems;
(b) Holders who do not wish to receive Ordinary Shares on Conversion; or
(c) Holders who are Ineligible Holders,
in accordance with Condition 6.10 (“Conversion: Clearing Systems, where the Holder does not
wish to receive Ordinary Shares or is an Ineligible Holder”). For the avoidance of doubt, the
Issuer may appoint more than one Sale and Transfer Agent in respect of the Conversion of one
or more Series of Subordinated Notes;
Senior Creditors means all depositors and other creditors (present and future) of the Issuer,
including all holders of the Issuer’s debt:
(a) whose claims are admitted in a Winding-Up; and
(b) whose claims are not made as holders of indebtedness arising under:
(i) an Equal Ranking Instrument; or
(ii) a Junior Ranking Capital Instrument.
Senior Creditors include holders of any instruments issued by the Issuer prior to 1 January 2013
which constituted Lower Tier 2 Capital as described in the Prudential Standards as in effect
prior to 1 January 2013, irrespective of whether or not such instruments are treated as
constituting Tier 2 Capital in accordance with any transitional arrangements approved by APRA;
Series means a Tranche or Tranches of Subordinated Notes which have identical terms, except
that:
(a) the Issue Date, Issue Price and the amount of the first payment of interest may be
different in respect of different Tranches of a Series; and
(b) a Series may comprise Subordinated Notes in more than one Denomination;

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Solvency Condition has the meaning given in Condition 4.3 (“Solvency condition”);
Solvent means that each of the following is satisfied:
(a) the Issuer is able to pay its debts as they fall due; and
(b) the Issuer’s Assets exceed its Liabilities;
Specified Currency has the meaning given in the Supplement;
Solvent Reconstruction means a scheme of amalgamation or reconstruction, not involving a
bankruptcy or insolvency, where the obligations of the Issuer in relation to the outstanding
Subordinated Notes are assumed by the successor entity to which all, or substantially all of the
property, assets and undertaking of the Issuer are transferred or where an arrangement with
similar effect not involving a bankruptcy or insolvency is implemented;
Subordinated Note is a subordinated, registered debt obligation (howsoever described) of the
Issuer constituted by, and owing under, a Deed Poll to a Holder, the details of which are
recorded in, and evidenced by, inscription in a Register;
Subscription Agreement means an agreement between the Issuer and one or more dealers
for the issue by the Issuer and the subscription by those dealers of any Subordinated Notes;
Subsidiary of an entity means another entity which is a subsidiary of the first within the meaning
of Part 1.2 Division 6 of the Corporations Act or is a subsidiary or otherwise controlled by the
first within the meaning of any applicable Approved Accounting Standard;
Supplement means, in relation to a Tranche of Subordinated Notes, the applicable pricing or
other supplement prepared and issued in relation to that Tranche of Subordinated Notes which
has been confirmed in writing by the Issuer;
Tax Legislation means (a) the Income Tax Assessment Act 1936 of Australia or the Income Tax
Assessment Act 1997 of Australia (both as amended from time to time, as the case may be, and a
reference to any section of the Income Tax Assessment Act 1936 includes a reference to that section
as rewritten in the Income Tax Assessment Act 1997, (b) any other law setting the rate of income
tax payable by the Issuer, and (c) any regulation made under such laws;
Taxes means taxes, levies, imposts, deductions, charges, withholdings and duties imposed by
any authority (including, without limitation, stamp and transaction duties), (together with any
related interest, penalties, fines and expenses in connection with them);
Tier 1 Capital has the meaning given to it in the Prudential Standards;
Tier 2 Capital has the meaning given to it in the Prudential Standards;
Tranche means a tranche of Subordinated Notes specified as such in the Supplement issued
on the same Issue Date and the terms of which are identical in all respects (except that a
Tranche may comprise Subordinated Notes in more than one Denomination);
Transaction Documents means each Deed Poll, each Subordinated Note, each Supplement,
each Agency and Registry Agreement, each I&P Agency Agreement (Offshore) and any other
instrument specified as such in a Supplement;
US Dollars and US$ mean the lawful currency of the United States of America;
VWAP means, subject to any adjustments under Conditions 6.2 (“Adjustments to VWAP
generally”) and 6.3 (“Adjustments to VWAP for capital reconstruction”), the average of the daily
volume weighted average sale prices (such average and each such daily average sale price
being expressed in Australian dollars and cents and rounded to the nearest full cent, with
A$0.005 being rounded upwards) of Ordinary Shares sold on ASX and Chi-X during the relevant

58
period or on the relevant days but does not include any “crossing” transacted outside the “Open
Session State” or any “special crossing” transacted at any time, each as defined in the ASX
Market Rules or any overseas trades or trades pursuant to the exercise of options over Ordinary
Shares;
VWAP Period means:
(a) in the case of a Conversion resulting from the occurrence of a Non-Viability Trigger
Event, the period of 5 ASX Business Days on which trading in Ordinary Shares took
place immediately preceding (but not including) the Non-Viability Trigger Event Date;
or
(b) otherwise, the period for which the VWAP is to be calculated in accordance with these
Conditions;
Westpac means Westpac Banking Corporation (ABN 33 007 457 141);
Westpac Group means Westpac and its controlled entities taken as a whole;
Winding-Up means the legal procedure for the liquidation of the Issuer commenced when:
(a) a court order is made for the winding-up of the Issuer (and such order is not successfully
appealed or set aside within 30 days); or
(b) an effective resolution is passed by shareholders or members for the winding-up of the
Issuer,
other than in connection with a Solvent Reconstruction.
A Winding-Up must be commenced by a court order or an effective resolution of shareholders
or members. Neither (i) the making of an application, the filing of a petition, or the taking of any
other steps for the winding-up of Westpac (or any other procedure whereby Westpac may be
dissolved, liquidated, sequestered or cease to exist as a body corporate), nor (ii) the
appointment of a receiver, administrator, administrative receiver, compulsory manager, Banking
Act statutory manager or other similar officer (other than a Liquidator) in respect of Westpac,
constitutes a Winding-Up for the purposes of these Conditions; and
Write-off has the meaning given to it in Condition 5.3(c) (“No further rights”). Written-off shall have
a corresponding meaning.
1.2 Interpretation
In the Conditions unless the contrary intention appears:
(a) a reference to the Conditions is a reference to the Conditions as amended,
supplemented, modified or replaced by the Supplement and to a document (including
the Information Memorandum) includes any variation or replacement of it;
(b) a “law” includes common law, principles of equity and any law made by any parliament
(and a law made by a parliament includes any regulation or other instrument under it,
and any consolidation, amendment, re-enactment or replacement of it);
(c) a “directive” includes a treaty, official directive, request, regulation, guideline or policy
(whether or not in any such case having the force of law) with which responsible
participants in the relevant market generally comply;
(d) the singular includes the plural and vice versa;
(e) the word “person” includes a firm, body corporate, an unincorporated association or
an authority;

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(f) a reference to a person includes a reference to the person’s executors, administrators,
successors, substitutes (including persons taking by novation) and assigns;
(g) a reference to any thing (including any amount) is a reference to the whole and each
part of it;
(h) a reference to a group of persons is a reference to all of them collectively and to each
of them individually;
(i) an agreement, representation or warranty in favour of two or more persons is for the
benefit of them jointly and each of them individually;
(j) a reference to an accounting term is to be interpreted in accordance with accounting
standards under the Corporations Act and, if not inconsistent with those accounting
standards, generally accepted principles and practices in Australia consistently applied
by a body corporate or as between bodies corporate and over time;
(k) the words “including”, “for example” or “such as” when introducing an example, do
not limit the meaning of the words to which the example relates to that example or
examples of a similar kind;
(l) a reference to time is a reference to Sydney time;
(m) a reference to principal in respect of a Subordinated Note includes as applicable:
(i) the Maturity Redemption Amount of the Subordinated Note;
(ii) the Early Termination Amount of the Subordinated Note; and
(iii) any premium and any amounts in the nature of principal which may be payable
by the Issuer under or in respect of the Subordinated Note;
(n) a reference to interest in respect of the Subordinated Notes includes (as applicable) an
amount of interest payable in the event that default is made in the payment of any
principal amount;
(o) a reference to the “Corporations Act” is a reference to the Corporations Act 2001 of
Australia and any consolidation, amendment, re-enactment or replacement of it;
(p) a reference to a matter which is described in the Prudential Standards is a reference to
that matter as it is updated, varied or replaced, and described in those Prudential
Standards, from time to time;
(q) a reference to an event occurring “after” the elapse of a period of time means the
relevant period not including the day on which the relevant event which triggered the
commencement of the period of time occurred; and
(r) except where the context otherwise requires, a reference to any thing (including,
without limitation, any amount of any Subordinated Note) is a reference to the whole or
each part of it (including, without limitation, the part or percentage of a Subordinated
Note required to be Converted or Written-off).
1.3 Headings
Headings are inserted for convenience and do not affect the interpretation of the Conditions.

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2 Form, denomination and title
2.1 Constitution under Deed Poll
The Subordinated Notes are subordinated, registered debt obligations of the Issuer constituted
by, and owing under, a Deed Poll and take the form of entries in the Register. Each entry in
the Register constitutes a separate and individual acknowledgment to the relevant Holder of the
indebtedness of the Issuer to that Holder.
2.2 Independent obligations
The obligations of the Issuer in respect of each Subordinated Note constitute separate and
independent obligations which the Holder to whom those obligations are owed is entitled to
enforce without having to join any other Holder or any predecessor in title of a Holder.
2.3 Currency
Subordinated Notes may be denominated in Australian Dollars or an Alternate Currency
specified in the Supplement.
2.4 Denomination
Unless otherwise specified in the Supplement:
(a) Subordinated Notes are issued in the denomination of A$100,000 (or its approximate
equivalent in an Alternate Currency); and
(b) Subordinated Notes may only be issued if:
(i) the consideration payable to the Issuer by the relevant Holder to whom the
Subordinated Notes are issued is a minimum of A$500,000 (or its equivalent
in an Alternate Currency, in either case, disregarding any moneys lent by the
Issuer or its associates to the Holder) or if the Subordinated Notes are
otherwise issued in a manner which does not require disclosure to be made
under Parts 6D.2 or 7.9 of the Corporations Act;
(ii) the issue is not to a “retail client” as defined for the purposes of section 761G
of the Corporations Act;
(iv) such action does not require any document to be lodged with ASIC; and
(iv) the issue complies with all applicable laws and directives of the jurisdiction in
which the issue takes place.
2.5 Register conclusive
Entries in the Register in relation to a Subordinated Note constitute conclusive evidence that
the person so entered is the registered holder of the Subordinated Note subject to rectification
for fraud or error. No Subordinated Note will be registered in the name of more than four
persons. A Subordinated Note registered in the name of more than one person is held by those
persons as joint tenants. Subordinated Notes will be registered by name only without reference
to any trusteeship. The person registered in the Register as a Holder will be treated by the
Issuer and the Registrar as the absolute owner of that Subordinated Note and neither the Issuer
nor the Registrar is, except as ordered by a court or as required by statute, obliged to take
notice of any other claim to a Subordinated Note.
2.6 Holder absolutely entitled
Upon a person acquiring title to any Subordinated Note by virtue of becoming a Holder in

61
respect of that Subordinated Note, all rights and entitlements arising by virtue of the Deed Poll
in respect of that Subordinated Note vest absolutely in the Holder, such that no person who has
previously been the Holder in respect of that Subordinated Note has, or is entitled to assert,
against the Issuer, the Registrar or the Holder for the time being and from time to time, any
rights, benefits or entitlements in respect of the Subordinated Note.
2.7 Location of Register
Each Register will be established and maintained in New South Wales unless otherwise agreed
between the Issuer and the Registrar.
2.8 Certificates
No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence
title to a Subordinated Note unless the Issuer determines that certificates should be made
available or it is required to do so pursuant to any applicable law or directive.
2.9 Acknowledgement
Where a Clearing System (or a common depository for more than one Clearing System) (each
a “relevant person”) is recorded in a Register as the Holder of a Subordinated Note, each
person in whose account that Subordinated Note is recorded is deemed to acknowledge in
favour of the Registrar and each relevant person that:
(a) the Registrar’s decision to act as the Registrar of the Subordinated Note does not
constitute a recommendation or endorsement by the Registrar or the relevant person
in relation to the Subordinated Note but only indicates that such Subordinated Note is
considered by the Registrar to be compatible with the performance by it of its
obligations as Registrar under its agreement with the Issuer to act as Registrar of the
Subordinated Note; and
(b) the Holder does not rely on any fact, matter or circumstance contrary to Condition
2.9(a).
3 Transfers
3.1 Limit on transfer
Subordinated Notes may only be transferred in whole.
3.2 Compliance with law
Unless otherwise specified in the Supplement, Subordinated Notes may only be transferred if:
(a) the aggregate consideration payable at the time of the transfer is a minimum amount
of A$500,000 (or its equivalent in an Alternate Currency, in either case, disregarding
any moneys lent by the transferor or its associates to the transferee) or the
Subordinated Notes are otherwise transferred in a manner that does not require
disclosure to be made under Parts 6D.2 or 7.9 of the Corporations Act;
(b) the transfer is not to a “retail client” as defined for the purposes of section 761G of the
Corporations Act;
(c) such action does not require any document to be lodged with ASIC; and
(d) the transfer is in compliance with all applicable laws or directives of the jurisdiction in
which the transfer takes place.

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3.3 Transfer procedures
Unless Subordinated Notes are lodged in a Clearing System, application for the transfer of
Subordinated Notes must be made by the lodgement of a transfer form with the Registrar.
Transfer forms are available from the Registrar. Each form must be accompanied by such
evidence (if any) as the Registrar may require to prove the title of the transferor or the
transferor’s right to transfer the Subordinated Note and be signed by both the transferor and the
transferee.
Subordinated Notes entered in a Clearing System will be transferable only in accordance with
the rules and regulations of that Clearing System.
3.4 Registration of transfer
The transferor of a Subordinated Note is deemed to remain the Holder of that Subordinated
Note until the name of the transferee is entered in the Register in respect of that Subordinated
Note. Transfers will not be registered during the period from the Record Date until the calendar
day after the relevant date for payment.
3.5 No charge on transfer
Transfers will be registered without charge provided taxes, duties or other governmental
charges (if any) imposed in relation to the transfer have been paid.
3.6 Estates
A person becoming entitled to a Subordinated Note as a consequence of the death or
bankruptcy of a Holder or of a vesting order or a person administering the estate of a Holder
may, upon producing such evidence as to that entitlement or status as the Registrar considers
sufficient, transfer the Subordinated Note or, if so entitled, become registered as the Holder in
respect of that Subordinated Note.
3.7 Unincorporated associations
A transfer to an unincorporated association is not permitted.
3.8 Transfer of unidentified Subordinated Notes
Where the transferor executes a transfer of less than all Subordinated Notes of the relevant
Tranche or Series registered in its name, and the specific Subordinated Notes to be transferred
are not identified, the Registrar may (subject to the limit on minimum holdings) register the
transfer in respect of such of the Subordinated Notes of the relevant Tranche or Series
registered in the name of the transferor as the Registrar thinks fit, provided the aggregate
Outstanding Principal Amount of the Subordinated Notes registered as having been transferred
equals the aggregate Outstanding Principal Amount of the Subordinated Notes expressed to
be transferred in the transfer.
3.9 No transfer or registration on CHESS
Subordinated Notes which are listed on the ASX will not be transferred through or registered on
CHESS and will not be “Approved Financial Products” (as defined for the purposes of that
system).
3.10 No transfer of Subordinated Notes prior to Non-Viability Trigger Event Date
Subject to the ASX Listing Rules and the settlement operating rules of ASX from time to time
(together with any applicable modification or waiver granted by ASX), the rules and regulations
of CHESS, the Corporations Act and any rules or regulations made under or pursuant to any of
them, the Issuer may determine that transfers of some or all Subordinated Notes will not be
registered during any period reasonably specified by it prior to a Non-Viability Trigger Event

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Date for such Subordinated Notes.
4 Status of the Subordinated Notes - General
Westpac is an “authorised deposit-taking institution” (“ADI”) as that term is defined under the
Banking Act 1959 of Australia (“Banking Act”). Under sections 13A(3) and 16(2) of the Banking
Act and section 86 of the Reserve Bank Act 1959 of Australia (“Reserve Bank Act”), certain
debts of Westpac are preferred by law, as described below.
Section 13A(3) of the Banking Act provides that, in the event that an ADI becomes unable to
meet its obligations or suspends payment, the ADI's assets in Australia are available to meet
specified liabilities of the ADI in priority to all other liabilities of the ADI (including, in the case of
Westpac, the Subordinated Notes). These specified liabilities include certain obligations of the
ADI to APRA in respect of amounts payable by APRA to holders of protected accounts, other
liabilities of the ADI in Australia in relation to protected accounts, debts to the Reserve Bank of
Australia (“RBA”) and certain other debts to APRA. A “protected account” is either (a) an
account where the ADI is required to pay the account-holder, on demand or at an agreed time,
the net credit balance of the account, or (b) another account or financial product prescribed by
regulation. Certain assets, such as the assets of Westpac in a cover pool for covered bonds
issued by Westpac, are excluded from constituting assets in Australia for the purposes of section
13(A) of the Banking Act, and those assets are subject to the prior claims of the covered bond
holders and certain other secured creditors in respect of the covered bonds.
Under section 16(2) of the Banking Act, certain other debts of the ADI due to APRA shall in a
winding-up of an ADI have, subject to section 13A(3) of the Banking Act, priority over all other
unsecured debts of that ADI. Further, section 86 of the Reserve Bank Act provides that in a
winding-up of the ADI, debts due by the ADI to the RBA shall, subject to section 13A(3) of the
Banking Act, have priority over all other debts of the ADI.
The Subordinated Notes will not constitute protected accounts or deposit liabilities for the
purposes of the Banking Act.
The liabilities which are preferred by law to the claim of a Holder in respect of a Subordinated
Note will be substantial and these Conditions do not limit the amount of such liabilities which
may be incurred or assumed by Westpac from time to time.
In addition, the Subordinated Notes are not guaranteed or insured by the Australian
Government or under any compensation scheme of the Australian Government, or by any other
government, under any other compensation scheme or by any government agency or any other
party.
4.1 Acknowledgements
Each Holder of Subordinated Notes by its purchase or holding of a Subordinated Note is taken
to acknowledge that:
(a) the Issuer intends that Subordinated Notes constitute Tier 2 Capital and be able to
absorb losses at the point of non-viability as described in the Prudential Standards;
(b) the Issuer’s obligations in respect of Subordinated Notes are subordinated in the
manner provided in Condition 4.2 (“Status and Subordination”); and
(c) Subordinated Notes are subject to Conversion or Write-off in accordance with,
Conditions 5 (“Non-viability, Conversion and Write-off”) and 6 (“Procedures for
Conversion”). There are two methods of loss absorption:
(i) Conversion, subject to possible Write-off in accordance with Condition 5.3 (“No
further rights”); or

64
(ii) Write-off without Conversion in accordance with Condition 5.3 (“No further
rights”).
Unless the applicable Supplement specifies otherwise, the primary method of loss
absorption will be Conversion, subject to possible Write-off in accordance with Condition
5.3 (“No further rights”).
4.2 Status and Subordination
(a) Holders do not have any right to prove in a Winding-Up in respect of Subordinated
Notes, except as permitted under Condition 4.4 (“Winding-Up”).
(b) Subordinated Notes constitute direct and unsecured subordinated obligations of the
Issuer and will rank for payment in a Winding-Up as set out in Condition 4.4 (“Winding-
Up”).
(c) Subordinated Notes will not constitute protected accounts or deposit liabilities of the
Issuer in Australia for the purposes of the Banking Act.
4.3 Solvency condition
Prior to a Winding-Up:
(a) the obligation of the Issuer to make any payment of principal, interest or Additional
Amounts in respect of Subordinated Notes shall be conditional upon the Issuer being
Solvent at the time the payment or other amount owing falls due; and
(b) no payment of principal, interest or Additional Amounts shall be made in respect of
Subordinated Notes except to the extent that the Issuer may make such payment and
still be Solvent immediately thereafter.
A certificate as to whether the Issuer is Solvent signed by two authorised signatories of the
Issuer or, if the Issuer is in Winding-Up, the Liquidator, shall, in the absence of fraud or manifest
or proven error, be conclusive evidence of the information contained in that certificate. In the
absence of such a certificate, a Holder of Subordinated Notes shall be entitled to assume (unless
the contrary is proved) that the Issuer is and will after any payment aforesaid be Solvent.
For the avoidance of doubt, and provided that Subordinated Notes have not been Converted or
Written-off:
(i) interest will continue to accrue on any principal not paid as a consequence of this Condition
4.3 at the Interest Rate; and
(ii) any interest not paid to a Holder of Subordinated Notes as a consequence of this
Condition 4.3 remains due and payable and accumulates with compounding.
Any amount not paid as a consequence of this Condition 4.3: (x) remains a debt owing to the
Holder by the Issuer until it is paid and shall be payable on the first date on which paragraphs
(a) and (b) of this Condition 4.3 would allow payment of that amount (whether or not such date
is otherwise an Interest Payment Date or other date on which such amount falls due); and (y)
shall not constitute an Event of Default.
4.4 Winding-Up
In a Winding-Up:
(a) Holders of Subordinated Notes shall have no right or claim against the Issuer in respect
of the principal of, interest on or Additional Amounts relating to such Subordinated
Notes, to the extent any such Subordinated Note has been Converted or Written-Off;
and

65
(b) the rights and claims of Holders of Subordinated Notes against the Issuer to recover
any principal, interest or Additional Amounts in respect of such Subordinated Notes that
have not been Converted or Written-off:
(i) shall be subordinate to, and rank junior in right of payment to, the obligations
of the Issuer to Senior Creditors and all such obligations to Senior Creditors
shall be entitled to be paid in full before any payment shall be paid on account
of any sums payable in respect of such Subordinated Notes;
(ii) shall rank equally with the obligations of the Issuer to the holders of other
Subordinated Notes that have not been Converted or Written-off (or that have
been partially Converted or Written-off), and the obligations of the Issuer to
holders of Equal Ranking Instruments; and
(iii) shall rank prior to, and senior in right of payment to, the obligations of the Issuer
to holders of Ordinary Shares, and other Junior Ranking Capital Instruments.
Unless and until Senior Creditors have been paid in full, Holders of Subordinated Notes will not
be entitled to claim in the Winding-Up in competition with Senior Creditors so as to diminish any
payment which, but for that claim, Senior Creditors would have been entitled to receive.
In a Winding-Up, Holders of Subordinated Notes shall only be entitled to prove for any sums
payable in respect of their Subordinated Notes as a liability which is subject to prior payment in
full of Senior Creditors. Holders of Subordinated Notes waive, to the fullest extent permitted by
law, any right to prove in a Winding-Up as a creditor ranking for payment in any other manner.
However, it is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having
occurred first and the Subordinated Notes being Converted or Written-off. In that event:
 if the Subordinated Notes have Converted into Ordinary Shares, Holders will rank
equally with existing holders of Ordinary Shares; and
 if the Subordinated Notes are Written-off, all rights in relation to the Subordinated Notes
will be terminated, and Holders will not have their Outstanding Principal Amount repaid
or receive any outstanding interest or accrued interest, or have the right to have the
Subordinated Notes Converted into Ordinary Shares. In such an event, a Holder’s
investment in the Subordinated Notes will lose all of its value and such Holder will not
receive any compensation.
4.5 No Set-Off
Neither the Issuer nor any Holder of Subordinated Notes is entitled to set-off any amounts due
in respect of Subordinated Notes held by the Holder against any amount of any nature owed by
the Issuer to the Holder or by the Holder to the Issuer.
4.6 Clawback
Each Holder of a Subordinated Note by its purchase or holding of a Subordinated Note is taken
to have irrevocably acknowledged and agreed that it shall pay or deliver to the Liquidator any
payment or asset, whether voluntary or in any other circumstances, received by the Holder from
or on account of the Issuer (including by way of credit, set-off or otherwise howsoever) or from
any Liquidator (or any provisional or other liquidator, receiver, manager or statutory manager of
the Issuer) in breach of either this Condition 4.2 (“Status and Subordination”) or Condition 9
(“Events of Default”).

66
4.7 Other provisions
Each Holder of a Subordinated Note by its purchase or holding of a Subordinated Note is taken
to have irrevocably acknowledged and agreed:
(a) that Condition 4.2 (“Status and Subordination”) constitutes a debt subordination for the
purposes of section 563C of the Corporations Act;
(b) without limiting its rights existing otherwise than as holder of a Subordinated Note, that
it must not exercise its voting rights as an unsecured creditor in the Winding-Up of the
Issuer to defeat, negate or in any way challenge the enforceability of the subordination
in Condition 4.2 (“Status and Subordination”); and
(c) that the debt subordination effected by Condition 4.2 (“Status and Subordination”) is
not affected by any act or omission of the Issuer or a Senior Creditor which might
otherwise affect it at law or in equity.
No consent of any Senior Creditor shall be required for any amendment of Condition 4.2 (“Status
and Subordination”) in relation to any Outstanding Subordinated Notes.
4.8 Amendments affecting regulatory treatment
No amendment to the Conditions of a Subordinated Note that at the time of such amendment
qualifies as Tier 2 Capital is permitted without the prior written consent of APRA if such
amendment may affect the eligibility of the Subordinated Note as Tier 2 Capital as described in
the Prudential Standards.
5 Non-viability, Conversion and Write-off
5.1 Non-Viability Trigger Event
(a) If a Non-Viability Trigger Event occurs, the Issuer must:
(i) subject to the limitations described in Condition 5.3 (“No further rights”),
Convert; or
(ii) if the applicable Supplement specifies that the primary method of loss
absorption will be Write-off without Conversion in accordance with Condition 5.3
(“No further rights”), Write-off,
all Subordinated Notes or, if paragraph (a) of the definition of “Non-Viability Trigger
Event” applies, subject to the provisions described in Condition 5.3 (“No further rights”),
all or some Subordinated Notes (or a percentage of the Outstanding Principal Amount
of each Subordinated Note), such that the aggregate Outstanding Principal Amount of
all Subordinated Notes Converted or Written-off, together with the outstanding principal
amount of all other Relevant Securities converted, written-off or written-down as
described in Condition 5.1(b), is equal to the aggregate outstanding principal amount
of Relevant Securities which APRA has notified the Issuer must be converted, written-
off or written-down (or, if APRA has not so notified the Issuer, all or some Subordinated
Notes (or a percentage of the Outstanding Principal Amount of each Subordinated
Note), as is necessary to satisfy APRA that the Issuer will no longer be non-viable).
(b) In determining the Subordinated Notes or percentage of the Outstanding Principal
Amount of each Subordinated Note which must be Converted or Written-Off in
accordance with this Condition 5.1 (“Non-Viability Trigger Event”), the Issuer will:
(i) first, convert, write-off or write-down an amount of the outstanding principal
amount of all outstanding Relevant Tier 1 Securities before Conversion or
Write-off of the Subordinated Notes; and

67
(ii) second, if conversion, write-off or write-down of those Relevant Tier 1
Securities is not sufficient to satisfy APRA that the Issuer would not become
non-viable, Convert or Write-off (in the case of the Subordinated Notes) and
convert, write-off or write-down (in the case of any other Relevant Tier 2
Securities), on a pro-rata basis or in a manner that is otherwise, in the opinion
of the Issuer, fair and reasonable, the Outstanding Principal Amount of the
Subordinated Notes and the outstanding principal amount of all other Relevant
Tier 2 Securities (subject to such adjustments as the Issuer may determine to
take into account the effect on marketable parcels, the need to round to whole
numbers of Ordinary Shares and the authorised denominations of any
Relevant Tier 2 Securities remaining on issue, and the need to effect the
conversion immediately), and, for the purposes of this Condition 5.1(b)(ii),
where the Specified Currency of the outstanding principal amount of any
Relevant Tier 2 Securities is not Australian dollars, the Issuer may for the
purposes of determining the outstanding principal amount to be converted,
written-off or written-down, convert the outstanding principal amount to
Australian dollars at such rate of exchange determined in accordance with the
terms of such Relevant Tier 2 Securities or, if the conversion provisions in such
terms do not specify a rate of exchange, at such rate of exchange as the Issuer
in good faith considers reasonable,
but such determination will not impede the immediate Conversion or Write-off of the
relevant Subordinated Notes or percentage of the Outstanding Principal Amount of
each Subordinated Note (as the case may be).
(c) If a Non-Viability Trigger Event occurs:
(i) the Subordinated Notes or the percentage of the Outstanding Principal Amount
of each Subordinated Note determined in accordance with Conditions 5.1(a)
and (b), shall be Converted or Written-off immediately upon the occurrence of
the Non-Viability Trigger Event in accordance with Conditions 5.2 (“Automatic
Conversion or Write-off upon the occurrence of a Non-Viability Trigger Event”)
and 6 (“Procedures for Conversion”). The Conversion or Write-off will be
irrevocable;
(ii) the Issuer must give notice to Holders in accordance with Condition 13
(“Notices”) and the ASX as soon as practicable that a Non-Viability Trigger
Event has occurred and that Conversion or Write-off has occurred on the Non-
Viability Trigger Event Date;
(iii) the notice must specify (A) the date on which Conversion or Write-off occurred
(Non-Viability Trigger Event Date) and the Subordinated Notes or the
percentage of the Outstanding Principal Amount of each Subordinated Note
which was Converted or, if Condition 5.3 (“No further rights”) is applicable,
Written-off, and (B) details of the Relevant Securities converted, written-off or
written down in accordance with Condition 5.1(b); and
(iv) in the case of Conversion, the notice must specify the details of the Conversion
process, including any details which were taken into account in relation to the
effect on marketable parcels and whole numbers of Ordinary Shares, and the
impact on any Subordinated Notes remaining on issue.
Failure to undertake any of the steps in Conditions 5.1(c)(ii) to (iv) does not prevent,
invalidate, delay or otherwise impede Conversion or Write-off.
5.2 Automatic Conversion or Write-off upon the occurrence of a Non-Viability Trigger Event
If a Non-Viability Trigger Event has occurred and all or some Subordinated Notes are (or a
percentage of the Outstanding Principal Amount of each Subordinated Note is) required to be
Converted or Written-off in accordance with Condition 5.1 (“Non-Viability Trigger Event”), then:

68
(a) Conversion or Write-off of such Subordinated Notes or percentage of the Outstanding
Principal Amount of each Subordinated Note will occur in accordance with Condition
5.1 (“Non-Viability Trigger Event”) and, if applicable Condition 5.3 (“No further rights”),
immediately upon the Non-Viability Trigger Event Date;
(b) in the case of Conversion and subject to Condition 6.10 (“Conversion: Clearing Systems,
where the Holder does not wish to receive Ordinary Shares or is an Ineligible Holder”),
the entry with respect to a Holder’s Subordinated Notes in the Register will constitute
an entitlement of that Holder to (i) the Conversion Number of Ordinary Shares in
respect of such Subordinated Notes or percentage of the Outstanding Principal Amount
of each Subordinated Note in accordance with Condition 6.1 (“Conversion”), and (ii)
unless the Subordinated Notes shall have been Converted or Written-off in full, to
Subordinated Notes with an Outstanding Principal Amount equal to the aggregate of
the remaining percentage of the Outstanding Principal Amount of each Subordinated
Note, and the Issuer will recognise the Holder as having been issued the Conversion
Number of Ordinary Shares in respect of such portion of Converted Subordinated Notes
for all purposes, in each case without the need for any further act or step by the Issuer,
the Holder or any other person (and the Issuer will, as soon as possible thereafter and
without delay on its part, take any appropriate procedural steps to effect such
Conversion, including updating the Register and the Ordinary Share register); and
(c) a Holder has no further right or claim under these Conditions in respect of such
Subordinated Notes or percentage of the Outstanding Principal Amount of each
Subordinated Note so Converted or Written-off (including to payments of interest and
accrued interest and the repayment of the Outstanding Principal Amount), except the
Holder’s entitlement, if any, to Subordinated Notes which have not been required to be
Converted or Written-off or Subordinated Notes representing the Outstanding Principal
Amount of such Subordinated Notes which have not been required to be Converted or
Written-off and, in the case of Conversion, subject to Condition 6.10 (“Conversion:
Clearing Systems, where the Holder does not wish to receive Ordinary Shares or is an
Ineligible Holder”) to the Conversion Number of Ordinary Shares issuable in
accordance with Condition 6 (“Procedures for Conversion”).
5.3 No further rights
If:
(a) for any reason, Conversion of any Subordinated Notes (or a percentage of the Outstanding
Principal Amount of any Subordinated Notes) required to be Converted under Condition
5.1 (“Non-Viability Trigger Event”) does not occur within five ASX Business Days after the
Non-Viability Trigger Event Date; or
(b) the Supplement specifies that the primary method of loss absorption will be Write-off
without Conversion in accordance with Condition 5.3 (“No further rights”),
then:
(c) the relevant Holders’ rights and claims under these Conditions in relation to such
Subordinated Notes or the percentage of the Outstanding Principal Amount of such
Subordinated Notes to be Converted or Written-off (including to payments of interest
and accrued interest and the repayment of the Outstanding Principal Amount and, in
the case of Conversion, to be issued with the Conversion Number of Ordinary Shares
in respect of such Subordinated Notes or percentage of the Outstanding Principal
Amount of each Subordinated Note), are immediately and irrevocably written-off and
terminated with effect on and from the Non-Viability Trigger Event Date (“Write-off”);
and
(d) the Outstanding Principal Amount of such Subordinated Notes is reduced on the Non-
Viability Trigger Event Date by the Outstanding Principal Amount of the Subordinated
Notes to be Converted or Written-off, as determined in accordance with Conditions

69
5.1(a) and (b) and any accrued and unpaid interest and any unpaid Additional Amounts
shall be correspondingly reduced.
5.4 Consent to receive Ordinary Shares and other acknowledgements
Subject to any Write-off required in accordance with Condition 5.3 (“No further rights”), each Holder
by its purchase or holding of a Subordinated Note shall be taken to have irrevocably agreed that:
(a) upon Conversion in accordance with Condition 5 (“Non-viability, Conversion and Write-
off”) and Condition 6 (“Procedures for Conversion”), it consents to becoming a member
of the Issuer and agrees to be bound by the constitution of the Issuer;
(b) unless (x) it has given notice in accordance with Condition 6.10 (“Conversion: Clearing
Systems, where the Holder does not wish to receive Ordinary Shares or is an Ineligible
Holder”) that it does not wish to receive Ordinary Shares as a result of Conversion, (y) it is
an Ineligible Holder, or (z) it has not satisfied the requirements of Condition 6.10
(“Conversion: Clearing Systems, where the Holder does not wish to receive Ordinary
Shares or is an Ineligible Holder”) to receive Ordinary Shares, it is obliged to accept
Ordinary Shares of the Issuer on Conversion notwithstanding anything that might
otherwise affect a Conversion of Subordinated Notes including:
(i) any change in the financial position of the Issuer since the issue of the Subordinated
Notes;
(ii) any disruption to the market or potential market for Ordinary Shares or capital
markets generally; or
(iii) any breach by the Issuer of any obligation in connection with the Subordinated
Notes;
(c)
(i) Conversion is not subject to any conditions other than those expressly provided for
in Condition 5 (“Non-viability, Conversion and Write-off”) and Condition 6
(“Procedures for Conversion”);
(ii) Conversion must occur immediately on the Non-Viability Trigger Event Date and
that may result in disruption or failures in trading or dealings in the Subordinated
Notes;
(iii) it will not have any rights to vote in respect of any Conversion (whether as a Holder
of a Subordinated Note or as a prospective holder of an Ordinary Share); and
(iv) notwithstanding Condition 6.9 (“Status and listing of Ordinary Shares”), Ordinary
Shares issued on Conversion may not be quoted at the time of Conversion or at all;
(d) that where Condition 5.3 (“No further rights”) applies, no other conditions or events will
affect the operation of that Condition and it will not have any rights to vote in respect of
any Write-off under that Condition; and
(e) that it has no remedies on account of the failure of the Issuer to issue Ordinary Shares
in accordance with Condition 6 (“Procedures for Conversion”) other than, subject to
Condition 5.3 (“No further rights”), to seek specific performance of the Issuer’s obligation
to issue Ordinary Shares.
5.5 Issue of ordinary shares of successor holding company
Where there is a replacement of the Issuer as the ultimate holding company of the Westpac Group
and the successor holding company is an Approved Successor, the Conditions may be amended
in accordance with Condition 6.14 (“Amendment of Conditions relating to Conversion for Successor

70
Holding Company”).
5.6 No Conversion at the option of the Holders
Holders do not have a right to request Conversion of their Subordinated Notes at any time.
5.7 No rights before Conversion
Before Conversion, a Subordinated Note confers no rights on a Holder:
(a) to vote at, or receive notices of, any meeting of shareholders or members of the Issuer;
(b) to subscribe for new securities or to participate in any bonus issues of securities of the
Issuer; or
(c) to otherwise participate in the profits or property of the Issuer,
except as expressly set out in these Conditions or in an applicable Supplement.
6 Procedures for Conversion
6.1 Conversion
On the Non-Viability Trigger Event Date, subject to Condition 5.3 (“No further rights”) and
Condition 6.10 (“Conversion: Clearing Systems, where the Holder does not wish to receive
Ordinary Shares or is an Ineligible Holder”), the following provisions will apply.
(a) The Issuer will allot and issue the Conversion Number of Ordinary Shares for each
Subordinated Note to each Holder of a Subordinated Note. The Conversion Number
is, subject always to the Conversion Number being no greater than the Maximum
Conversion Number, either (x) the number specified in, or determined in accordance
with the relevant provisions in, the Supplement or, (y) if no Conversion Number and no
such provisions are specified in the Supplement, calculated according to the following
formula:




Conversion Number for
each Subordinated Note =
Outstanding Principal Amount of the
Subordinated Note (translated if
necessary into Australian Dollars in
accordance with paragraph (b) of the
definition of Outstanding Principal
Amount, where the calculation date
shall be the Non-Viability Trigger
Event Date)
P x VWAP


where:
Outstanding Principal Amount has the meaning given to it in Condition 1.1
(“Definitions”), as adjusted in accordance with Condition 6.13 (“Conversion or Write-off
of a percentage of Outstanding Principal Amount”).
P means the number specified in the Supplement.
VWAP means the VWAP during the VWAP Period.

71
Maximum Conversion Number means a number calculated according to the
following formula:



Maximum Conversion Number =
Outstanding Principal Amount of the
Subordinated Note (translated if
necessary into Australian Dollars in
accordance with paragraph (b) of the
definition of Outstanding Principal
Amount) where the calculation date
shall be the ASX Business Day prior
to the Issue Date)

0.20 x Issue Date VWAP
where:

Outstanding Principal Amount has the meaning given to it in Condition 1.1
(“Definitions”), as adjusted in accordance with Condition 6.13 (“Conversion or
Write-off of a percentage of Outstanding Principal Amount”).
If any Subordinated Notes are Converted following a Non-Viability Trigger Event, it
is likely that the Maximum Conversion Number will apply and limit the number of
Ordinary Shares to be issued. In this case, the value of the Ordinary Shares
received is likely to be significantly less than the Outstanding Principal Amount of
those Subordinated Notes. Where the Specified Currency is other than the
Australian dollar, the Australian dollar may depreciate in value against the Specified
Currency by the time of Conversion. In that case, the Maximum Conversion
Number is more likely to apply.
(b) Subject to Condition 6.10 (“Conversion: Clearing Systems, where the Holder does not wish
to receive Ordinary Shares or is an Ineligible Holder”), each Holder’s rights in relation to
each Subordinated Note that is being Converted as determined in accordance with
Conditions 5.1(a) and (b) will be immediately and irrevocably written-off and terminated for
an amount equal to the Outstanding Principal Amount of such Subordinated Notes to be
Converted as determined in accordance with Condition 5.1 (“Non-Viability Trigger Event”),
and the Issuer will apply such Outstanding Principal Amount of each such Subordinated
Note to be so Converted to subscribe for the Ordinary Shares to be allotted and issued
under Condition 6.1(a). Each Holder is taken to have irrevocably directed that any amount
payable under this Condition 6.1 (“Conversion”) is to be applied as provided for in this
Condition 6.1 without delay (notwithstanding any other provisions in these Conditions
providing for payments to be delayed) and Holders do not have any right to payment in any
other way.
(c) Any calculation under Condition 6.1(a) shall, unless the context requires otherwise, be
rounded to four decimal places provided that if the total number of Ordinary Shares to
be allotted and issued in respect of a Holder’s aggregate holding of Subordinated Notes
includes a fraction of an Ordinary Share, that fraction of an Ordinary Share will not be
issued or delivered on Conversion.
(d) Subject to Condition 6.10 (“Conversion: Clearing Systems, where the Holder does not
wish to receive Ordinary Shares or is an Ineligible Holder”), where Subordinated Notes
are Converted, the Issuer will allot and issue the Ordinary Shares to the Holder on the
basis that a Holder’s name and address set out in the Register (or, if not set out in the
Register, otherwise held by the Registrar) are the name and address for entry into any
register of title and receipt of any certificate or holding statement in respect of any Ordinary
Shares issued on Conversion unless a Holder has:
(i) notified the Issuer a different name and address; and
(ii) provided such other information as is reasonably requested by the Issuer
(including, without limitation security account details in CHESS or such other

72
account to which the Ordinary Shares issued on Conversion are to be credited),
which notice may be given at any time on or after the Issue Date and no less than 15
Business Days prior to the Non-Viability Trigger Event Date.
6.2 Adjustments to VWAP generally
For the purposes of calculating VWAP under Condition 6.1 (“Conversion”):
(a) where, on some or all of the ASX Business Days in the relevant VWAP Period, Ordinary
Shares have been quoted on ASX as cum dividend or cum any other distribution or
entitlement and Subordinated Notes will be Converted into Ordinary Shares after that date
and those Ordinary Shares will no longer carry that dividend or that other distribution or
entitlement, then the VWAP on the ASX Business Days on which those Ordinary Shares
have been quoted cum dividend or cum any other distribution or entitlement will be reduced
by an amount (Cum Value) equal to:
(i) in the case of a dividend or other distribution, the amount of that dividend or other
distribution including, if the dividend or distribution is franked, the amount that
would be included in the assessable income of a recipient of the dividend or
distribution who is a natural person resident in Australia under the Tax Legislation;
(ii) in the case of any entitlement that is not a dividend or other distribution for which
adjustment is made under Condition 6.2(a)(i) which is traded on ASX on any of
those ASX Business Days, the volume weighted average price of all such
entitlements sold on ASX during the VWAP Period on the ASX Business Days on
which those entitlements were traded (excluding trades of the kind that would be
excluded in determining VWAP under the definition of that term); or
(iii) in the case of other entitlements for which adjustment is not made under
Conditions 6.2(a)(i) or (ii), the value of the entitlement as reasonably determined
by the Issuer; and
(b) where, on some or all of the ASX Business Days in the VWAP Period, Ordinary Shares
have been quoted as ex dividend or ex any other distribution or entitlement, and
Subordinated Notes will be Converted into Ordinary Shares which would be entitled to
receive the relevant dividend, distribution or entitlement, the VWAP on the ASX Business
Days on which those Ordinary Shares have been quoted ex dividend or ex any other
distribution or entitlement will be increased by the Cum Value.
6.3 Adjustments to VWAP for capital reconstruction
(a) Where during the relevant VWAP Period there is a change to the number of Ordinary
Shares on issue because the Ordinary Shares are reconstructed, consolidated, divided or
reclassified (in a manner not involving any cash payment or the giving of another form of
consideration to or by holders of Ordinary Shares) (Reclassification) into a lesser or
greater number, the daily VWAP for each day in the VWAP Period which falls before the
date on which trading in Ordinary Shares is conducted on a post Reclassification basis will
be adjusted by multiplying such daily VWAP by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reclassification; and
B means the aggregate number of Ordinary Shares immediately after the
Reclassification.

73
(b) Any adjustment made by the Issuer in accordance with Condition 6.3(a) will be effective
and binding on Holders under these Conditions and these Conditions will be construed
accordingly.
6.4 Adjustments to Issue Date VWAP generally
For the purposes of determining the Issue Date VWAP under Condition 6.1 (“Conversion”),
adjustments will be made in accordance with Conditions 6.2 (“Adjustments to VWAP generally”)
and 6.3 (“Adjustments to VWAP for capital reconstruction”) during the VWAP Period for the Issue
Date VWAP. On and from the Issue Date, adjustments to the Issue Date VWAP:
(a) may be made by the Issuer in accordance with Conditions 6.5 (“Adjustments to Issue Date
VWAP for bonus issues”), 6.6 (“Adjustments to Issue Date VWAP for capital reconstruction
“) and 6.7 (“No adjustment to Issue Date VWAP in certain circumstances”); and
(b) if so made, will be effective and binding on Holders under these Conditions and these
Conditions will be construed accordingly.
6.5 Adjustments to Issue Date VWAP for bonus issues
(a) Subject to Conditions 6.5(b) and 6.5(c), if the Issuer makes a pro-rata bonus issue of
Ordinary Shares to holders of Ordinary Shares generally (in a manner not involving any
cash payment or the giving of another form of consideration to or by holders of Ordinary
Shares), the Issue Date VWAP will be adjusted immediately in accordance with the following
formula:
V = Vo x RD / (RD + RN)
where:
V means the Issue Date VWAP applying immediately after the application of this
formula;
Vo means the Issue Date VWAP applying immediately prior to the application of
this formula;
RD means the number of Ordinary Shares on issue immediately prior to the
allotment of new Ordinary Shares pursuant to the bonus issue; and
RN means the number of Ordinary Shares issued pursuant to the bonus issue.
(b) Condition 6.5(a) does not apply to Ordinary Shares issued as part of a bonus share plan,
employee or executive share plan, executive option plan, share top up plan, share purchase
plan or a dividend reinvestment plan.
(c) For the purposes of this Condition 6.5 (“Adjustments to Issue Date VWAP for bonus
issues”), an issue will be regarded as a bonus issue notwithstanding that the Issuer does
not make offers to some or all holders of Ordinary Shares with registered addresses outside
Australia, provided that in so doing the Issuer is not in contravention of the ASX Listing
Rules.
6.6 Adjustments to Issue Date VWAP for capital reconstruction
If at any time after the Issue Date there is a change to the number of Ordinary Shares on issue
because of a Reclassification (in a manner not involving any cash payment or the giving of another
form of consideration to or by holders of Ordinary Shares) into a lesser or greater number, the Issue
Date VWAP will be adjusted by multiplying the Issue Date VWAP applicable on the ASX Business
Day immediately before the date of any such Reclassification by the following formula:

74
A
B

where:

A means the aggregate number of Ordinary Shares on issue immediately before
the Reclassification; and

B means the aggregate number of Ordinary Shares on issue immediately after
the Reclassification.
6.7 No adjustment to Issue Date VWAP in certain circumstances
Notwithstanding the provisions of Condition 6.5 (“Adjustments to Issue Date VWAP for bonus issues
“) and 6.6 (“Adjustments to Issue Date VWAP for capital reconstruction”), no adjustment will be
made to the Issue Date VWAP where any such adjustment (expressed in Australian dollars and
cents and rounded to the nearest whole cent with A$0.005 being rounded upwards) would be less
than one per cent of the Issue Date VWAP then in effect.
6.8 Announcement of adjustments to Issue Date VWAP
The Issuer will notify any adjustment to the Issue Date VWAP under this Condition 6 (“Procedures
for Conversion”) to ASX and to the Holders in accordance with Condition 13 (“Notices”) within 10
ASX Business Days of the Issuer determining the adjustment and the adjustment will be final and
binding.
6.9 Status and listing of Ordinary Shares
(a) Ordinary Shares issued or arising from Conversion will rank equally with, and will have the
same rights as, all other fully paid Ordinary Shares provided that the rights attaching to the
Ordinary Shares issued or arising from Conversion do not take effect until 5.00pm (Sydney
time) on the Non-Viability Trigger Event Date (or such other time required by APRA).
(b) The Issuer will use all reasonable endeavours to list the Ordinary Shares issued on
Conversion of Subordinated Notes on ASX.
6.10 Conversion: Clearing Systems, where the Holder does not wish to receive Ordinary Shares
or is an Ineligible Holder
(a) If Subordinated Notes are required to be Converted and the Holder is the operator of a
Clearing System or a nominee for a common depository for any one or more Clearing
Systems (such operator or nominee for a common depository acting in such capacity as is
specified in the rules and regulations of the relevant Clearing System or Clearing Systems),
then, with effect from the Non-Viability Trigger Event Date, the Holder’s rights in relation
to each such Subordinated Note being Converted shall be immediately and irrevocably
terminated and the Issuer will issue the relevant aggregate Conversion Number of Ordinary
Shares due to such Holder in uncertificated form through the Issuer’s share registry
provider to one or more Sale and Transfer Agents for no additional consideration to hold
on trust for sale for the benefit of the participants in, or members of, the relevant Clearing
System or Clearing Systems who held the corresponding Subordinated Notes through the
relevant Clearing System or Clearing Systems immediately prior to Conversion (Clearing
System Participants). A Clearing System Participant will be entitled to receive Ordinary
Shares (or the proceeds of the sale of Ordinary Shares) in accordance with this
Condition 6.10.
(b) Where Ordinary Shares are issued to one or more Sale and Transfer Agents in accordance
with Condition 6.10(a), a Clearing System Participant may, no later than the date specified
in the Supplement (Clearing System Cut-off Date), provide to the Issuer or, if appointed,
the relevant Sale and Transfer Agent:

75
(i) its name and address for entry into any register of title and receipt of any certificate
or holding statement in respect of any Ordinary Shares issued on Conversion;
(ii) the Holder’s security account details in CHESS or such other account to which the
Ordinary Shares issued on Conversion are to be credited; and
(iii) such other information as is reasonably requested by the Issuer,
and, if it does so, the Clearing System Participant must make arrangements to transfer the
relevant number of Subordinated Notes held by it through the relevant Clearing System or
Clearing Systems immediately prior to Conversion to the Issuer (or the Issuer’s nominee)
in accordance with accepted market practice, and the rules and regulations of the
relevant Clearing System or Clearing Systems or in such other manner that is, in the
opinion of the Issuer, fair and reasonable. The Issuer and the relevant Sale and Transfer
Agent will, as soon as possible thereafter and without delay on the part of the Issuer or
the relevant Sale and Transfer Agent, take any appropriate procedural steps to record
the transfer of the relevant Ordinary Shares to the Clearing System Participant, including
updating the Ordinary Share register.
(c) If a Clearing System Participant:
(i) fails to provide the information required by Condition 6.10(b) by the Clearing
System Cut-off Date;
(ii) notifies the Issuer that it does not wish to receive Ordinary Shares on or prior to
the Clearing System Cut-off Date; or
(iii) would be an Ineligible Holder if the Clearing System Participant’s name had been
entered in a Register as the owner of the corresponding Subordinated Notes
immediately prior to Conversion,
then, with effect from the Clearing System Cut-off Date, the Clearing System Participant
will cease to be entitled to receive Ordinary Shares in relation to each corresponding
Subordinated Note which was Converted and at the first opportunity to sell the Ordinary
Shares after the Non-Viability Trigger Event Date, the Sale and Transfer Agent will arrange
for their sale and pay the net proceeds received after deducting any applicable brokerage,
stamp duty and other similar taxes (including, without limitation, FATCA Withholding) and
charges to the Clearing System Participant.
(d) If Subordinated Notes are required to be Converted and:
(i) the Holder has notified the Issuer that it does not wish to receive Ordinary Shares
as a result of the Conversion (whether entirely or to the extent specified in the
notice), which notice may be given at any time on or after the Issue Date and no
less than 15 Business Days prior to the Non-Viability Trigger Event Date;
(ii) the Holder is an Ineligible Holder,
(iii) for any reason (whether or not due to the fault of the Holder), the Issuer has not
received the information required by Condition 6.1(d) prior to the Non-Viability
Trigger Event Date and the lack of such information would prevent the Issuer from
issuing the Ordinary Shares to the Holder on the Non-Viability Trigger Event Date;
or
(iv) FATCA Withholding is required to be made in respect of the Ordinary Shares
issued upon Conversion,
then, on the Non-Viability Trigger Event Date, the Holder’s rights (including to payments
of interest, and the repayment of principal) in relation to each such Subordinated Note
being Converted are immediately and irrevocably terminated and the Issuer will issue the

76
relevant aggregate Conversion Number of Ordinary Shares due to such Holder to one or
more Sale and Transfer Agents for no additional consideration to hold on trust for sale for
the benefit of the relevant Holder. At the first opportunity to sell the Ordinary Shares, each
Sale and Transfer Agent will arrange for their sale and pay the proceeds less any brokerage
fees, stamp duty and other taxes (including, without limitation, FATCA Withholding) and
charges to the relevant Holder, in each case arising in connection with the issuance or sale
of such Ordinary Shares, and each Sale and Transfer Agent shall use the proceeds from
such sale to pay any such fees, duties, taxes, charges and any FATCA Withholding arising
in connection with such issuance or sale.
(e) If Conversion under this Condition 6.10 does not occur within five ASX Business Days, then
Holders’ rights will be immediately and irrevocably written-off and terminated in accordance
with Condition 5.3 (“No further rights”).
(f) The provisions of this Condition 6.10 will not impede the immediate Conversion or
Write-off of the relevant number of Subordinated Notes or percentage of the
Outstanding Principal Amount of each Subordinated Note (as the case may be).
6.11 Conversion or Write-off if amounts not paid
For the avoidance of doubt, Conversion or Write-off may occur even if an amount is not paid to
a Holder of Subordinated Notes as a consequence of Condition 4.3 (“Solvency condition”).
6.12 Conversion or Write-off after Winding Up commences
If an order is made by a court, or an effective resolution is passed, for a Winding-Up, and a
Non-Viability Trigger Event occurs, then Conversion or Write-off shall occur (subject to Condition
5.3 (“No further rights”)) in accordance with Conditions 5.1 (“Non-Viability Trigger Event “) and
5.2 (“Automatic Conversion or Write-off upon the occurrence of a Non-Viability Trigger Event”)).
6.13 Conversion or Write-off of a percentage of Outstanding Principal Amount
If under these Conditions it is necessary to Convert or Write-off a percentage only of the
Outstanding Principal Amount of each Subordinated Note upon the occurrence of a Non-
Viability Trigger Event then Condition 6 (“Procedures for Conversion”) will apply to the
Conversion or Write-off as if references to the Outstanding Principal Amount of each
Subordinated Note were references to the relevant percentage of the Outstanding Principal
Amount of each Subordinated Note to be Converted or Written-off.
6.14 Amendment of Conditions relating to Conversion for Successor Holding Company
(a) If:
(i) it is proposed that the Issuer be replaced as the ultimate holding company of
the Westpac Group by an Approved Successor (Replacement); and
(ii) the Approved Successor agrees to expressly assume the Issuer’s obligations
in respect of the Subordinated Notes by entering into a deed poll for the benefit
of Holders under which it agrees (among other things):
(A) to deliver fully paid ordinary shares in the capital of the Approved
Successor (Approved Successor Shares) under all circumstances
when the Issuer would have otherwise been obliged to deliver
Ordinary Shares on a Conversion, subject to the same terms and
conditions as set out in these Conditions as amended by this Condition
6.14; and
(B) to use all reasonable endeavours and furnish all such documents,
information and undertakings as may be reasonably necessary in
order to procure quotation of the Approved Successor Shares issued

77
under these Conditions on the stock exchanges on which the other
Approved Successor Shares are quoted at the time of a Conversion,
the Issuer may, with APRA’s prior written approval, but without the authority, assent or
approval of Holders, give a notice (an Approved Replacement Notice) in accordance
with Condition 13 (“Notices”) to Holders (which, if given, must be given as soon as
practicable before the Replacement and in any event no later than 10 ASX Business
Days before the Replacement occurs).
(b) An Approved Replacement Notice must specify the amendments to these Conditions
in respect of the Subordinated Notes which will be made in accordance with this
Condition 6.14, being those amendments which in Westpac’s reasonable opinion are
necessary, expedient or appropriate to effect the substitution of the Approved
Successor as the debtor in respect of Subordinated Notes and the issuer of ordinary
shares on Conversion (including such amendments as are necessary, expedient or
appropriate for the purposes of complying with the provisions of Chapter 2L of the
Corporations Act where the Approved Successor is not an authorised deposit-taking
institution under the Banking Act) or which are necessary, expedient or convenient in
relation to taxes where the Approved Successor is incorporated outside Australia.
(c) An Approved Replacement Notice, once given, is irrevocable.
(d) If the Issuer gives an Approved Replacement Notice to Holders in accordance with
Condition 6.14(a), then with effect on and from the date specified in the Approved
Replacement Notice:
(i) the Approved Successor will assume all of the obligations of, and succeed to,
and be substituted for, and may exercise every right and power of, the Issuer
in respect of the Subordinated Notes with the same effect as if the Approved
Successor had been the original Issuer of the Subordinated Notes;
(ii) the Issuer (or any corporation which has previously assumed the obligations
of the Issuer) will be released from its liability under these Conditions in respect
of the Subordinated Notes; and
(iii) references to the Issuer in these Conditions (and in any Supplement) will be
taken to be references to the Approved Successor and references to Ordinary
Shares in these Conditions (and in any Supplement) will be taken to be
references to Approved Successor Shares.
(e) If the Issuer gives an Approved Replacement Notice in accordance with Condition
6.14(a), then each Holder by its purchase and holding of a Subordinated Note shall be
taken to have irrevocably consented to becoming a member of the Approved Successor
in respect of Approved Successor Shares issued on Conversion and to have agreed to
be bound by the constitution or other organisational document of the Approved
Successor.
(f) The Issuer must not issue an Approved Replacement Notice unless:
(i) APRA is satisfied that the capital position of the Issuer on a “Level 1 basis” and
“Level 2 basis” in accordance with the Prudential Standards will not be
adversely affected by the Replacement; or
(ii) the Approved Successor or another entity which is not a Related Entity of the
Issuer (other than an entity which is a direct or indirect parent entity of the
Issuer) and is approved by APRA subscribes for Ordinary Shares or other
capital instruments acceptable to APRA in such amount as may be necessary,
or take other steps acceptable to APRA to ensure that the capital position of
the Issuer on a “Level 1 basis” and “Level 2 basis” in accordance with the
Prudential Standards will not be adversely affected by the Replacement,

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including, if required by APRA or the Prudential Standards, undertaking any
capital injection in relation to the Issuer to replace the Subordinated Notes.
Any capital injection carried out pursuant to Condition 6.14(f)(ii) must:
(A) be unconditional;
(B) occur simultaneously with the substitution of the Approved Successor;
and
(C) be of equal or better quality capital and at least the same amount as
the Subordinated Notes, unless otherwise approved by APRA in
writing.
Nothing in this Condition 6.14 prevents the Issuer from proposing, or limits, any scheme of
arrangement or other similar proposal that may be put to Holders of Subordinated Notes or
shareholders or members of the Issuer.
6.15 Power of attorney
By holding a Subordinated Note each Holder irrevocably appoints each of the Issuer, its
directors or authorised signatories and any Liquidator or administrator of the Issuer (each an
Attorney) severally to be the attorney of the Holder with power in the name and on behalf of
the Holder to sign all documents and transfers and do any other thing as may in the Attorney’s
opinion be necessary or desirable to be done in order to give effect to, or for the Holder to
observe or perform the Holder’s obligations under, Conditions 5 (“Non-viability, Conversion and
Write-off”) and 6 (“Procedures for Conversion”).
The power of attorney given in this Condition 6.15 is given for valuable consideration and to
secure the performance by the Holder of the Holder’s obligations under Conditions 5 (“Non-
viability, Conversion and Write-off”) and 6 (“Procedures for Conversion”) and is irrevocable.
6.16 Cancellation
All Subordinated Notes so Converted will forthwith be cancelled and may not be re-issued or
resold.
7 Interest
7.1 General
Subordinated Notes may bear interest at either a fixed rate or a floating rate. In relation to any
Tranche of Subordinated Notes, the Supplement may specify actual amounts of interest
payable (“Interest Amounts”) rather than, or in addition to, a rate or rates at which interest
accrues.
The Supplement in relation to each Tranche Subordinated Notes will specify which of
Conditions 7.2 (“Interest - fixed rate”), 7.3 (“Interest - floating rate interest”) and 7.4 (“Interest -
other rates”) will be applicable to the Subordinated Notes. Condition 7.5 (“Interest -
supplemental provisions”) will be applicable to each Tranche of Subordinated Notes save to the
extent of any inconsistency with the Supplement.
7.2 Interest - fixed rate
Interest is payable on each Subordinated Note in relation to which this Condition 7.2 is specified
in the Supplement as being applicable (“Fixed Rate Subordinated Notes”) in an amount equal
to the Fixed Coupon Amount (except where the Outstanding Principal Amount has been
adjusted in accordance with paragraph (c) of the definition of Outstanding Principal Amount, in
which case the amount of interest payable shall be calculated in accordance with the second

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paragraph of this Condition 7.2) or interest will accrue on its Outstanding Principal Amount at
the Interest Rate or Rates per annum specified in the Supplement from the Issue Date of the
Subordinated Note. Interest will accrue during the Interest Accrual Period and will be payable
in arrear on each Interest Payment Date.
The amount of interest payable in respect of each Fixed Rate Subordinated Note for any period
for which a Fixed Coupon Amount is not specified shall be calculated by applying the Interest
Rate to the Outstanding Principal Amount of such Fixed Rate Subordinated Note, multiplying
the product by the relevant Day Count Fraction and rounding the resulting figure to the nearest
sub-unit of the Specified Currency (half a sub-unit being rounded upwards). For this purpose a
“sub-unit” means, in the case of an Alternate Currency, the lowest amount of such currency that
is available as legal tender in the country of such currency and, in the case of Australian Dollars,
means one cent.
The first payment of interest will be made on the Interest Payment Date next following the
Interest Commencement Date and, if the first anniversary of the Interest Commencement Date
is not an Interest Payment Date, will amount to the Initial Broken Amount (as defined in the
Supplement).
If the Maturity Date is not an Interest Payment Date, interest from (and including) the preceding
Interest Payment Date (or the Interest Commencement Date, as the case may be) to (but
excluding) the Maturity Date will amount to the Final Broken Amount (as defined in the
Supplement).
7.3 Interest - floating rate interest
(a) Accrual of interest
Subordinated Notes in relation to which this Condition 7.3 is specified in the
Supplement as being applicable (“Floating Rate Subordinated Notes”) will bear
interest in respect of each Interest Period at the rate or rates per annum determined in
accordance with this Condition 7.3.
Each Floating Rate Subordinated Note will bear interest on its Outstanding Principal
Amount at the Interest Rate (as defined below) from the Interest Commencement Date.
Interest will be payable in arrear on each Interest Payment Date. If any Interest
Payment Date in respect of a Floating Rate Subordinated Note would otherwise fall on
a day which is not a Business Day, such Interest Payment Date shall be determined in
accordance with the Applicable Business Day Convention.
(b) Interest Rate
The Interest Rate payable in respect of Floating Rate Subordinated Notes shall be
determined by the Calculation Agent on the basis of sub-paragraph (i), (ii) or (iii) below,
as specified in the Supplement.
(i) ISDA Determination for Floating Rate Subordinated Notes
Where “ISDA Determination” is specified in the Supplement as the manner in
which the Interest Rate is to be determined, the Interest Rate for each Interest
Period is the relevant ISDA Rate (as defined below) plus or minus (as indicated
in the Supplement) the Margin.
For the purposes of this sub-paragraph (i), “ISDA Rate” for an Interest Period
means a rate equal to the Floating Rate that would be determined by the
Calculation Agent for the Subordinated Notes under an interest rate swap
transaction if the Calculation Agent for the Subordinated Notes were acting as
Calculation Agent for that swap transaction under the terms of an agreement
incorporating the ISDA Definitions and under which:

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(A) the Floating Rate Option is as specified in the Supplement;
(B) the Designated Maturity is a period specified in the Supplement; and
(C) the relevant Reset Date is as specified in the Supplement; and
(D) the Period End Dates are each Interest Payment Date, the Spread is
the Margin and the Floating Rate Day Count Fraction is the Day Count
Fraction.
For the purposes of this sub-paragraph (i), “Floating Rate”, “Calculation
Agent” (except references to “Calculation Agent for the Subordinated
Notes”), “Floating Rate Option”, “Designated Maturity”, “Reset Date”,
“Period End Date”, “Spread” and “Floating Rate Day Count Fraction” have
the meanings given to those terms in the ISDA Definitions.
(ii) Screen Rate Determination for Floating Rate Subordinated Notes
Where “Screen Rate Determination” is specified in the Supplement as the
manner in which the Interest Rate is to be determined, the Interest Rate for
each Interest Period will be, subject as provided below, either:
(A) the offered quotation; or
(B) the arithmetic mean (rounded in accordance with Condition 10.10
(“Rounding”)) of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate which
appears or will appear, as the case may be, on the Relevant Screen Page as
at 11.00a.m. (Sydney time) or such other time as is specified in the Supplement
(“Relevant Time”) on the Interest Determination Date in question plus or minus
(as indicated in the Supplement) the Margin (if any), all as determined by the
Calculation Agent. If five or more of such offered quotations are available on
the Relevant Screen Page, the highest (or, if there is more than one such
highest quotation, one only of such quotations) and the lowest (or, if there is
more than one such lowest quotation, one only of such quotations) shall be
disregarded by the Calculation Agent for the purposes of determining the
arithmetic mean (rounded in accordance with Condition 10.10 (“Rounding”)) of
such offered quotations.
(aa) If sub-paragraph (A) applies and no offered quotation appears on the
Relevant Screen Page at the Relevant Time on the Interest
Determination Date or if sub-paragraph (B) applies and fewer than two
offered quotations appear on the Relevant Screen Page at the
Relevant Time on the Interest Determination Date, subject as provided
below, the Interest Rate is the arithmetic mean of the Reference Rates
that each of the Reference Banks is quoting to leading banks in the
Relevant Financial Centre at the Relevant Time on the Interest
Determination Date, as determined by the Calculation Agent;
(bb) If sub-paragraph (aa) above applies and the Calculation Agent
determines that fewer than two Reference Banks are making offered
quotations for the Reference Rate in respect of the relevant currency,
subject as provided below, the Interest Rate is the arithmetic mean of
the rates per annum (expressed as a percentage) that the Calculation
Agent determines to be the rates (being the nearest equivalent to the
Reference Rate) in respect of deposits of approximately A$100,000
(or its approximate equivalent in the relevant currency) that at least
two out of five leading banks selected by the Calculation Agent in the
Relevant Financial Centre are quoting at or about the Relevant Time

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on the date on which such banks would customarily quote such rates
for a period commencing on the first day of the Interest Period to which
the relevant Interest Determination Date relates for a period equivalent
to the relevant Interest Period to leading banks carrying on business
in the Relevant Financial Centre.
(iii) BBSW Rate Determination
If BBSW Rate Determination is specified in the Supplement as the manner in
which the Interest Rate is to be determined, the Interest Rate applicable to the
Floating Rate Subordinated Notes for each Interest Period is the sum of the
Margin and the BBSW Rate.
In this Condition 7.3(b), “BBSW Rate” means, for an Interest Period, the rate
for prime bank eligible securities having a tenor closest to the Interest Period
as displayed as the “AVG MID” on the Thomson Reuters Screen BBSW Page
(or any designation which replaces that designation on that page, or any page
that replaces that page) by 12pm (Sydney time) on the first Business Day of
that Interest Period. However, if such rate does not appear on the Thomson
Reuters Screen BBSW Page (or any designation which replaces that
designation on that page, or any page that replaces that page) by 12pm
(Sydney time) on that day, or if it does appear but the Calculation Agent
determines that there is an obvious error in that rate, “BBSW Rate” means the
rate determined by the Calculation Agent in good faith having regard to
comparable indices in customary market usage. The rate calculated or
determined by the Calculation Agent will be expressed as a percentage rate
per annum and will be rounded up, if necessary, to the next higher one ten-
thousandth of a percentage point (0.0001%).
Notwithstanding the paragraph above, if the Issuer or the Calculation Agent in
consultation with the Issuer determines that the BBSW Rate has been
permanently discontinued, “BBSW Rate” means the rate which the Calculation
Agent is directed by the Issuer to substitute for the BBSW Rate (“Alternative
Rate”), which will be the rate specified by the International Swaps and
Derivatives Association (or its successor) (“ISDA”) to be the relevant fallback
rate for the BBSW Rate, or such successor or substitute rate which is
consistent with accepted market practice.
(iv) Fallback Interest Rate
Unless otherwise specified in the Supplement, if, during the Interest Period,
the Calculation Agent is unable to determine a rate (or, as the case may be,
the arithmetic mean of rates) in accordance with the above provisions, the
Interest Rate applicable to the Subordinated Notes during that Interest Period
will be the Interest Rate applicable to the Subordinated Notes during the
immediately preceding Interest Period.
(c) Calculation of interest amount payable
The Calculation Agent will, as soon as practicable on or after determining the Interest
Rate in relation to each Interest Period, calculate the amount of interest payable for the
relevant Interest Period in respect of the Outstanding Principal Amount of each
Subordinated Note. The amount of interest payable will be calculated by multiplying
the product of the Interest Rate for such Interest Period and the Outstanding Principal
Amount by the applicable Day Count Fraction and rounding the resulting figure to the
nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards).
For this purpose a “sub-unit” means, in the case of an Alternate Currency, the lowest
amount of such currency that is available as legal tender in the country of such currency
and, in the case of Australian Dollars, means one cent.

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7.4 Interest - other rates
Subordinated Notes in relation to which this Condition 7.4 is specified in the Supplement as
being applicable will bear interest at the rate or rates calculated on the basis specified in, and
be payable in the amounts and in the manner determined in accordance with, the Supplement.
7.5 Interest - supplemental provisions
(a) Interest Payment Dates
Interest on each Subordinated Note will be payable in arrear at such intervals and on
such Interest Payment Dates as are specified in the Supplement and on the Maturity
Date.
(b) Notification of Interest Rate, interest payable and other items
The Calculation Agent will cause each Interest Rate, the amount of interest payable
and each other amount, item or date, as the case may be, determined or calculated by
it to be notified to the Issuer, the Registrar and any relevant Agent in accordance with
Condition 13 (“Notices”) as soon as practicable after such determination or calculation
but in any event not later than the fourth day (other than a Saturday or Sunday) on
which commercial banks are open for business in the Relevant Financial Centre
thereafter. The Calculation Agent will be entitled to amend any such amount, item or
date (or to make appropriate alternative arrangements by way of adjustment) without
prior notice in the event of the extension or abbreviation of any relevant Interest Period
or Calculation Period and such amendment will be notified in accordance with the
previous sentence.
(c) Determination final
The determination by the Calculation Agent of all amounts, rates and dates falling to
be determined by it pursuant to the Conditions (including, without limitation, the Interest
Rate for any Interest Period and the amount of interest payable for any Interest Period
in respect of any Note) is, in the absence of manifest error, final and binding on the
Issuer, each Holder, the Registrar, any Agent and the Calculation Agent.
(d) Interest continues to accrue
If a payment of principal or interest in respect of a Subordinated Note is improperly
withheld or refused when due and payable:
(i) interest accrues on the Outstanding Principal Amount of each Subordinated
Note or as otherwise indicated in the Supplement. Interest ceases to accrue
as from the due date for redemption of a Subordinated Note unless the
relevant payment is not made in which case interest will continue to accrue
thereon (both before and after any demand or judgment) at the rate then
applicable to the Outstanding Principal Amount of the Subordinated Note until
the date on which the relevant payment is made or, if earlier, the seventh day
after the date on which any Agent receives the funds required to make such
payment (provided that notice of such circumstance is given to the Holders in
accordance with Condition 13 (“Notices”)) except to the extent that there is
failure in the subsequent payment thereof to the relevant Holder; and
(ii) unpaid interest accumulates with compounding until (but excluding) the date
such amount is paid.
8 Redemption and purchase
No redemption or purchase of any Subordinated Note pursuant to this Condition 8 may be made
without the prior written approval of APRA. As set out in greater detail below approval is at the

83
discretion of APRA and may or may not be given.
8.1 Redemption on maturity
Unless previously redeemed, purchased and cancelled, Converted or Written-off and subject to
Condition 4.3 (“Solvency condition”), each Subordinated Note shall be redeemed on the
Maturity Date at its Maturity Redemption Amount, together with any interest payable under
Condition 7 (“Interest”).
8.2 Purchase of Notes
The Issuer or any Related Entity may, subject to prior written approval having been obtained
from APRA, at any time purchase Subordinated Notes in the open market or otherwise and at
any price, provided that such Subordinated Notes are not acquired by a controlled entity that is
not a tax resident of Australia unless such Subordinated Notes are acquired by it as part of a
business carried on by it through a permanent establishment located within Australia. All
unmatured Subordinated Notes purchased in accordance with this Condition may be held,
resold or cancelled at the discretion of the Issuer, subject to compliance with all legal and
regulatory requirements. For the purposes of the Meetings Provisions, in determining whether
the provisions relating to quorum are complied with, any Subordinated Notes held in the name
of the Issuer or any Related Entities will be disregarded.
8.3 Early redemption at the option of the Issuer
(a) If this Condition 8.3 is specified in the Supplement as being applicable to the
Subordinated Notes of any Series, and:
(i) subject to Conditions 4.3 (“Solvency condition”) and 8.3(c), and satisfaction of
any relevant conditions specified in the Supplement; and
(ii) unless previously redeemed, purchased and cancelled, Converted or Written-
off,
then the Issuer having given notice in accordance with Condition 8.6 (“Notice of
Redemption”) may redeem all (but not, unless and to the extent that the Supplement
specifies otherwise, some only) of the Subordinated Notes on the Early Redemption
Date (Call) at the Early Redemption Amount (Call).
(b) In this Condition 8:
Early Redemption Amount (Call) means, in respect of the Subordinated Notes, their
Outstanding Principal Amount or such other Early Redemption Amount (Call) as is
specified in, or determined in accordance with, the Supplement), together with (unless
otherwise specified in the Supplement) accrued and unpaid interest (if any) thereon;
and
Early Redemption Date (Call) means, in the case of interest bearing Subordinated
Notes, an Interest Payment Date(s) or such other date(s) specified in the Supplement
or, in the case of other Notes, the date(s) specified in the Supplement.
(c) The Issuer may only give a notice under Condition 8.3(a) if:
(i) the Early Redemption Date (Call) occurs on, or after, the fifth anniversary of
the Issue Date;
(ii) the Issuer has received the prior written approval of APRA (approval is at the
discretion of APRA and may or may not be given); and
(iii) before or concurrently with redemption, the Issuer:

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(A) replaces the Subordinated Notes with a capital instrument which is of
the same or better quality (for the purposes of the Prudential
Standards) than the Subordinated Notes and the replacement of the
Subordinated Notes is done under conditions that are sustainable for
the income capacity of the Issuer (for the purposes of the Prudential
Standards); or
(B) obtains confirmation from APRA that APRA is satisfied, having regard
to the capital position of the Issuer and the Westpac Group, that the
Issuer does not have to replace the Subordinated Notes.
8.4 Early redemption for adverse tax events
(a) If “Early Redemption Amount (Adverse Tax Event)” is specified in the Supplement as
being applicable to the Subordinated Notes of any Series and, in respect of the
Subordinated Notes of any Series and subject to Conditions 4.3 (“Solvency condition”)
and 8.4(c), the Issuer determines (supported by an opinion, as to such determination,
from legal or tax advisers of recognised standing in Australia) that an Adverse Tax Event
has occurred, then the Issuer having given notice in accordance with Condition 8.6
(“Notice of Redemption”) may redeem all (but not, unless and to the extent that the
Supplement specifies otherwise, some only) of the Subordinated Notes on the Early
Redemption Date (Adverse Tax Event) at the Early Redemption Amount (Adverse Tax
Event).
(b) In this Condition 8:
Administrative Action means any judicial decision, official administrative
pronouncement or action, published or private ruling, interpretative decision, regulatory
procedure or policy, application or a regulatory procedure or policy and any notice or
announcement (including any notice or announcement of intent to adopt or make any
of those things);
Adverse Tax Event means the Issuer determines that as a result of:
(A) any amendment to, clarification of, or change in, the Tax Legislation
which has been or will be effected; or
(B) any Administrative Action under or in connection with the Tax
Legislation or any amendment to, clarification of, or change in, any
such Administrative Action,
being in each case by any legislative body, court, government authority or regulatory
body (irrespective of the manner in which such amendment, clarification, change or
Administrative Action is announced) on orafter the Issue Date (but which the Issuer did
not expect at the Issue Date):
(i) there is a material risk that the Issuer would be exposed to a more than de
minimis adverse tax consequence in relation to the Subordinated Notes; or
(ii) the Issuer determines that any interest payable on the Subordinated Notes is
not, or may not be, allowed as a deduction for the purposes of Australian income
tax; or
(iii) the Issuer has or will become obliged to pay Additional Amounts in accordance
with Condition 10.8 (“Additional Amounts”);
Early Redemption Amount (Adverse Tax Event) means, in respect of the
Subordinated Notes, their Outstanding Principal Amount or such other Early
Redemption Amount (Adverse Tax Event) as is specified in, or determined in
accordance with, the Supplement, together with (unless otherwise specified in the