Information Memorandum for WBC’s Debt Instruments

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.


Group Secretariat
Level 18, Westpac Place
275 Kent Street
Sydney NSW 2000
T:
+61 2 9155 7713

F: +61 2 8253 1215

5 July 2019


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 4 July
2019 for Westpac Banking Corporation’s US $70,000,000,000 Programme for the Issuance of Debt
Instruments (the “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

INFORMATION MEMORANDUM
Westpac Banking Corporation
(A.B.N. 33 007 457 141)
(AFSL 233714)
(incorporated with limited liability in Australia and registered in the State of New South Wales)
U.S. $70,000,000,000 Programme for the
Issuance of Debt Instruments
This Information Memorandum has been prepared on the basis that application will be made to the Australian Securities Exchange (the “ASX”) for
subordinated instruments (the “Subordinated Instruments”) issued pursuant to this Information Memorandum to be admitted to listing and/or trading on
the ASX’s wholesale Interest Rate Securities Market. This Information Memorandum has also been prepared on the basis that Subordinated Instruments
issued under the Programme may be unlisted or admitted to listing and/or trading on such other or further listing authority and/or stock exchange as may
be agreed between Westpac Banking Corporation (the “Issuer” or “Westpac”) and the relevant Dealer(s).
This Information Memorandum does not comprise (i) a prospectus for the purposes of Part VI of the United Kingdom Financial Services and
Markets Act 2000 (as amended) or (ii) a base prospectus for the purposes of Directive 2003/71/EC (as amended or superseded) (the "Prospectus
Directive"). This Information Memorandum has been prepared solely with regard to Subordinated Instruments that are (i) not to be admitted to
listing or trading on any regulated market for the purposes of Directive 2014/65/EU, as amended (“MiFID II”) and (ii) not to be offered to the public
in a Member State (other than pursuant to one or more of the exemptions set out in Article 3.2 of the Prospectus Directive).
Instruments issued on a senior, unsubordinated basis may be issued under the Programme on the basis that they will be admitted to trading on the London
Stock Exchange’s Regulated Market, being a regulated market for the purposes of MiFID II (the "Senior Instruments"). The Issuer has published a
prospectus (approved by the United Kingdom Financial Conduct Authority, being the United Kingdom competent authority for the purposes of the Prospectus
Directive) pursuant to which Senior Instruments may be issued under the Programme.
This Information Memorandum supersedes any previous base prospectus, listing particulars, information memorandum or information memorandum
addendum describing the Programme in respect of Subordinated Instruments. Any Subordinated Instruments issued under the Programme on or after the
date of this Information Memorandum are issued subject to the provisions described herein. This does not affect any Subordinated Instruments issued
before the date of this Information Memorandum.
Factors which could be material for the purpose of assessing the risks associated with an investment in the Subordinated Instruments issued under the
Programme are set out on pages 13 to 58 of this Information Memorandum.
The Subordinated Instruments have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.

Arranger for the Programme
UBS Investment Bank
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Morgan Stanley
Nomura

RBC Capital Markets
Standard Chartered Bank
UBS Investment Bank
Westpac Banking Corporation
Westpac Europe Limited
4 July 2019

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S&P Global Ratings Australia Pty Ltd has assigned Westpac a senior unsecured credit rating of AA-.
The outlook for the rating is negative. The short-term credit rating assigned by S&P Global Ratings
Australia Pty Ltd to Westpac is A-1+. Moody’s Investors Service Pty Limited has assigned Westpac a
senior unsecured credit rating of Aa3. The outlook for the rating is stable. The short-term credit rating
assigned by Moody’s Investors Service Pty Limited to Westpac is P-1.
Neither S&P Global Ratings Australia Pty Ltd nor Moody’s Investors Service Pty Limited is established
in the European Union or has applied for registration under Regulation (EU) No. 1060/2009, as
amended (the “CRA Regulation”). However, S&P Global Ratings Australia Pty Ltd is endorsed by S&P
Global Ratings Europe Limited and Moody’s Investors Service Pty Limited is endorsed by Moody’s
Investors Service Ltd, each of which is established in the European Union and registered under the
CRA Regulation.
The Issuer accepts responsibility for the information contained in this Information Memorandum and
each Pricing Supplement. To the best of the knowledge of the Issuer (who has taken all reasonable
care to ensure that such is the case), the information contained in this Information Memorandum is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Information Memorandum should be read and construed together with any amendment or
supplement thereto and, unless the context otherwise requires, be deemed to include any other
documents incorporated by reference herein and, in relation to any Series (as defined herein) of
Subordinated Instruments, should be read and construed together with the relevant Pricing
Supplement (as defined herein).
No person has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Information Memorandum or any other document entered
into in relation to the Programme or any additional written information supplied by the Issuer or such
other information as has been published in the public domain by the Issuer and, if given or made, such
information or representation should not be relied upon as having been authorised by the Issuer or any
Dealer (as defined in “Subscription and Sale”).
No representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and neither the Dealers nor any of their respective affiliates make any representation or warranty or
accept any responsibility, as to the accuracy or completeness of the information contained in this
Information Memorandum. Neither the delivery of this Information Memorandum nor any Pricing
Supplement nor the offering, sale or delivery of any Subordinated Instrument shall, in any
circumstances, create any implication that the information contained in this Information Memorandum
is true subsequent to the date thereof or the date upon which this Information Memorandum has been
most recently amended or supplemented or that there has been no adverse change in the financial
situation of the Issuer since the date thereof or, if later, the date upon which this Information
Memorandum has been most recently amended or supplemented or that any other information
supplied in connection with this Programme is correct at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Information Memorandum and any Pricing Supplement and the offering, sale
and delivery of the Subordinated Instruments in certain jurisdictions may be restricted by law. Persons
into whose possession this Information Memorandum or any Pricing Supplement comes are required
by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Subordinated Instruments and on

3

the distribution of this Information Memorandum or any Pricing Supplement and other offering material
relating to the Subordinated Instruments, see the “Subscription and Sale” section in this Information
Memorandum. In particular, the Subordinated Instruments have not been and will not be registered
under the Securities Act and Subordinated Instruments will be in bearer form and will be subject to U.S.
tax law requirements. Subject to certain exceptions, Subordinated Instruments may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons. Neither
this Information Memorandum nor any Pricing Supplement may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such an offer or solicitation.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Subordinated Instruments are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or
superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for
offering or selling the Subordinated Instruments or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Subordinated Instruments or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
MiFID II product governance/ target market – The Pricing Supplement in respect of any
Subordinated Instruments may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Subordinated Instruments and which channels
for distribution of the Subordinated Instruments are appropriate. Any person subsequently offering,
selling or recommending the Subordinated Instruments (a “distributor”) should take into consideration
the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Subordinated Instruments (by
either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance
Rules”), any Dealer subscribing for any Subordinated Instruments is a manufacturer in respect of such
Subordinated Instruments, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or an invitation
to subscribe for or purchase any Subordinated Instruments and should not be considered as a
recommendation by the Issuer or the Dealers or any of them that any recipient of this Information
Memorandum or any Pricing Supplement should subscribe for or purchase any Subordinated
Instruments. Each recipient of this Information Memorandum or any Pricing Supplement shall be taken
to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
All references in this Information Memorandum to a “Member State” are references to a Member State
of the EEA, references to “U.S.$”, “U.S. dollars” or “U.S. cents” are to the lawful currency of the United
States of America, all references to “A$”, “AUD”, “Australian dollar” and “Australian cents” are to

4

the lawful currency of Australia, all references to “NZ$” and “NZ cents” are to the lawful currency of
New Zealand, all references to “£”, “Sterling” and “GBP” are to the lawful currency of the United
Kingdom (the “UK”), and all references to “Renminbi” and “CNY” are to the lawful currency of the
People’s Republic of China. References to “€”, “Eur”, “euro” or, as the context may require, “euro
cents” are to the currency, introduced at the third stage of European Economic and Monetary Union
pursuant to the Treaty on European Union of those member states of the European Union which are
participating in the European economic and monetary union (the “Eurozone”). References to
“Australia” are to the Commonwealth of Australia, its territories and possessions.
In connection with the issue of any Tranche (as defined herein) of Subordinated Instruments under the
Programme, the Dealer or Dealers (if any) specified as the stabilising dealers (the “Stabilising
Dealer(s)”) (or persons acting on behalf of any Stabilising Dealer(s)) may, outside Australia and on a
market operated outside Australia and otherwise to the extent permitted by applicable laws and rules,
over-allot Subordinated Instruments or effect transactions with a view to supporting the market price
of the Subordinated Instruments at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Subordinated Instruments
is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Subordinated Instruments and 60 days after the date of the
allotment of the relevant Tranche of Subordinated Instruments. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Dealer(s) (or person(s) acting on behalf of any
Stabilising Dealer(s)) in accordance with all applicable laws and rules.
The Subordinated Instruments are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of securities
such as the Subordinated Instruments to retail investors. By purchasing, or making or
accepting an offer to purchase, any Subordinated Instruments from the Issuer and/or the
Dealers, each prospective investor represents, warrants, agrees with and undertakes to the
Issuer and each Dealer that it has and will at all times comply with all applicable laws,
regulations and regulatory guidance (whether inside or outside the EEA) relating to the
promotion, offering, distribution and/or sale of the Subordinated Instruments (including without
limitation MiFID II as implemented in each Member State of the EEA) and any other applicable
laws, regulations and regulatory guidance relating to determining the appropriateness and/or
suitability of an investment in the Subordinated Instruments by investors in any relevant
jurisdiction. Where acting as agent on behalf of a disclosed or undisclosed client when
purchasing, or making or accepting an offer to purchase, any Subordinated Instruments from
the Issuer and/or the Dealers, the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.

5

TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME 6
RISK FACTORS 13
DOCUMENTS INCORPORATED BY REFERENCE 59
TERMS AND CONDITIONS OF THE SUBORDINATED INSTRUMENTS 61
PRO FORMA PRICING SUPPLEMENT 133
USE OF PROCEEDS 144
WESTPAC BANKING CORPORATION 145
INFORMATION CONCERNING THE UNDERLYING SECURITIES 180
TAXATION 184
SUBSCRIPTION AND SALE 189
GENERAL INFORMATION 199

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OVERVIEW OF THE PROGRAMME
This overview must be read as an introduction to this Information Memorandum and any decision to
invest in the Subordinated Instruments should be based on a consideration of this Information
Memorandum as a whole, including the documents incorporated by reference.
Words and expressions defined elsewhere in this Information Memorandum have the same meanings
in this overview.
This Programme has been established by the Issuer to allow for the issue of instruments from time to
time to investors. Details of the types of Subordinated Instruments that may be issued and the terms
and conditions which may apply to them are set out below.
Issuer: Westpac Banking Corporation, acting through its head office.

Issuer Legal Entity Identifier (“LEI”): EN5TNI6CI43VEPAMHL14.
Dealers: Barclays Capital Asia Limited, BNP Paribas, Citigroup Global Markets
Limited, Deutsche Bank AG, London Branch, Goldman Sachs
International, HSBC Bank plc, J.P. Morgan Securities plc, Merrill Lynch
International, Morgan Stanley & Co. International plc, Nomura
International plc, RBC Europe Limited, Standard Chartered Bank,
UBS AG London Branch, Westpac Banking Corporation, Westpac
Europe Limited and any other dealer appointed from time to time by
the Issuer generally in relation to the Programme or a particular
Tranche.
Fiscal Agent: The Bank of New York Mellon.
Programme Amount: The maximum aggregate principal amount of Senior Instruments and
Subordinated Instruments permitted to be outstanding under the
Programme is U.S.$70,000,000,000 (for this purpose, any instruments
denominated in another currency shall be translated into U.S. dollars
at the date of the agreement to issue such instruments using the spot
rate of exchange for the purchase of such currency against payment
of U.S. dollars being quoted by the Fiscal Agent on the date on which
the relevant agreement in respect of the relevant Tranche was made
or such other rate as the Issuer and the relevant Dealer may agree).
The maximum aggregate principal amount of instruments which may
be outstanding under the Programme may be increased subject to
compliance with the relevant provisions of the Dealership Agreement.
Essential Characteristics
of the Issuer:
The Issuer is domiciled and incorporated in Australia. The Issuer was
registered on 23 August 2002 as a public company limited by shares
under the Corporations Act 2001 of Australia (the “Corporations Act
2001”).
The Issuer is the ultimate parent of the Westpac Group (as defined
below). The Westpac Group is one of four major banking organisations

7

in Australia and is one of the largest banking organisations in New
Zealand. The Westpac Group provides a broad range of banking and
financial services in these markets, including consumer, business and
institutional banking and wealth management services.
Westpac’s operations comprise the following key customer-facing
business divisions operating under multiple brands:
Consumer (“CD”) is responsible for sales and service to consumer
customers of banking and insurance products. CD also works in an
integrated way with BD and WIB (each as defined below) in the sales
and service of select financial services and products including in
wealth and foreign exchange. The division operates under the
Westpac, St.George, BankSA, Bank of Melbourne and RAMS brands.
Business (“BD”) is responsible for sales and service to micro, small to
medium enterprises (“SME”) and commercial business customers in
Australia for facilities up to approximately A$150 million. The division
is also responsible for the Westpac Group’s private wealth investment
platforms and superannuation operations. The division operates under
the Westpac, St.George, BankSA, Bank of Melbourne and BT brands.
Westpac Institutional Bank (“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 financing,
transactional banking, and financial and debt capital markets.
Westpac New Zealand is responsible for sales and service of banking,
wealth and insurance products for consumer, business and
institutional customers in New Zealand. Westpac conducts its New
Zealand banking business through two banks in New Zealand:
 Westpac New Zealand Limited (“WNZL”), which is
incorporated in New Zealand; and
 Westpac Banking Corporation (New Zealand Branch).
Westpac New Zealand operates via an extensive network of branches
and automated teller machines (“ATMs”) across both the North and
South Islands.
The Westpac Group businesses include:
 Treasury which is responsible for the management of the
Westpac 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 the Westpac Group’s assets and liabilities.
Treasury’s earnings are primarily sourced from managing the
Westpac Group’s balance sheet and interest rate risk,

8

(excluding Westpac New Zealand which is separately
managed in New Zealand) within set risk limits;
 Group Technology, which comprises functions for the
Australian businesses, is responsible for technology strategy
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, compliance, legal, human resources,
and customer and corporate relations.
Issuance in Series:
Subordinated Instruments will be issued in series (each a “Series”).
Each Series may comprise one or more tranches (“Tranches”) issued
on different issue dates. The Subordinated Instruments of each Series
will all be subject to identical terms except that the issue date and/or
the amount of the first payment of interest and/or the issue price may
be different in respect of different Tranches and a Series may comprise
Subordinated Instruments in more than one denomination. The
Subordinated Instruments of each Tranche will all be subject to
identical terms save that a Tranche may comprise Subordinated
Instruments of different denominations.
Form of Subordinated
Instruments:
Subordinated Instruments shall be issued in bearer form. In respect of
each Tranche of Subordinated Instruments issued in bearer form, the
Issuer will deliver a temporary global instrument (a “Temporary
Global Instrument”) or (if so specified in the relevant Pricing
Supplement in respect of Subordinated Instruments to which U.S.
Treasury Regulation §1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”)
applies (as so specified in such Pricing Supplement)) a permanent
global instrument (a “Permanent Global Instrument”). Such global
instruments will be either (i) deposited on or before the relevant issue
date therefor with a depositary or a common depositary for Euroclear
Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A.
(“Clearstream, Luxembourg”) and/or any other relevant clearing
system or (ii) lodged on or before the relevant issue date thereof with
a sub-custodian in Hong Kong for the Central Moneymarkets Unit
Service operated by the Hong Kong Monetary Authority (“CMU
Service”). Each Temporary Global Instrument will be exchangeable
for a Permanent Global Instrument or, if so specified in the relevant
Pricing Supplement, for Subordinated Instruments in definitive bearer
form. Each Permanent Global Instrument will be exchangeable for
Subordinated Instruments in definitive bearer form. Subordinated
Instruments in definitive bearer form will either have interest coupons
(“Coupons”) attached and, if appropriate, a talon (“Talon”) for further
Coupons.
Currencies: Subordinated Instruments may be denominated in any currency or
currencies subject to compliance with all applicable legal and/or

9

regulatory and/or central bank requirements. Payments in respect of
Subordinated Instruments may, subject to compliance as aforesaid, be
made in and/or linked to, any currency or currencies other than the
currency in which such Subordinated Instruments are denominated.
Status: The Subordinated Instruments will be issued on a subordinated basis
and, subject to the approval of the Australian Prudential Regulation
Authority (“APRA”), are expected to qualify as Tier 2 Capital for the
purposes of the Prudential Standards (as defined in the Terms and
Conditions). The rights and claims of Holders of Subordinated
Instruments against the Issuer will be subordinated on a winding-up of
the Issuer.
Set-off: Neither the Issuer nor any Holder of Subordinated Instruments is
entitled to set-off any amounts due in respect of Subordinated
Instruments held by the Holder against any amount of any nature
owed by the Issuer to the Holder or by the Holder to the Issuer.
Issue Price: Subordinated Instruments may be issued at any price, as specified in
the relevant Pricing Supplement.
Maturities: Any maturity of not less than five years, subject, in relation to specific
currencies, to compliance with all applicable legal and/or regulatory
and/or central bank requirements.
Redemption: Subordinated Instruments may be redeemable at par or such other
Redemption Amount (detailed in a formula or otherwise) as may be
specified in the relevant Pricing Supplement.
Early Redemption: Early redemption will be permitted (if specified as “Applicable” in the
relevant Pricing Supplement): (i) as mentioned in “Terms and
Conditions of the Subordinated Instruments – Redemption and
Purchase – Early redemption at the option of the Issuer” following
notice by the Issuer; (ii) for taxation reasons as mentioned in “Terms
and Conditions of the Subordinated Instruments – Redemption and
Purchase – Early redemption for adverse tax events”; or (iii) for
regulatory reasons as mentioned in “Terms and Conditions of the
Subordinated Instruments – Redemption and Purchase – Early
redemption for regulatory events”, but will otherwise be permitted only
to the extent specified in the relevant Pricing Supplement.
The Issuer’s right to exercise any option to repay, purchase or
otherwise redeem Subordinated Instruments (prior to the stated
maturity thereof, if any) is subject to the prior written approval of APRA,
and investors should not assume that such approval will be given.
Interest: Subordinated Instruments are interest-bearing. Interest may accrue at
a fixed or floating rate and may vary during the lifetime of the relevant

10

Series.
Denominations: Subordinated Instruments will be issued in such denominations as
may be specified in the relevant Pricing Supplement, subject to
compliance with all applicable legal and/or regulatory and/or central
bank requirements.
In the case of Subordinated Instruments which have a denomination
consisting of the minimum denomination plus a higher integral multiple
of another smaller amount, so long as the Subordinated Instruments
are represented by a Temporary Global Instrument or Permanent
Global Instrument and the relevant clearing system(s) so permit, the
Subordinated Instruments will be tradeable only in the minimum
denomination and higher integral multiples of another smaller amount,
notwithstanding that no definitive Subordinated Instruments will be
issued over a certain denomination (as specified in the Pricing
Supplement).
Conversion: If the Subordinated Instruments are required to be converted on
account of a Non-Viability Trigger Event in accordance with the “Terms
and Conditions of the Subordinated Instruments – Non-viability,
Conversion and Write-off and – Procedures for Conversion”,
depending on the circumstances, Holders of Subordinated
Instruments may receive Ordinary Shares (as defined in the section
entitled “Information Concerning the Underlying Securities”) in the
Issuer or the proceeds from the sale thereof. If conversion into
Ordinary Shares does not occur for any reason within 5 ASX Business
Days after the Non-Viability Trigger Event Date, the Subordinated
Instruments (or a percentage of the Outstanding Principal Amount of
the Subordinated Instruments) will be written-off. This means that
Holders’ rights in relation to Subordinated Instruments (including to
payments of interest and accrued interest, and the repayment of the
Outstanding Principal Amount and, where conversion is the primary
method of loss absorption, to be issued with Ordinary Shares in
respect of such Subordinated Instruments) are immediately and
irrevocably written-off and terminated with effect on and from the Non-
Viability Trigger Event Date.
If any Subordinated Instruments 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 the
Subordinated Instruments. The Australian dollar may depreciate in
value against the relevant currency by the time of Conversion. In that
case, the Maximum Conversion Number is more likely to apply.
Information on the The Ordinary Shares are admitted to listing and trading on the ASX
(for further information see the section entitled “Information

11

underlying securities: Concerning the Underlying Securities”).
Taxation: Payments in respect of Subordinated Instruments or Coupons, or
upon or with respect to the issuance of any Ordinary Shares upon any
Conversion of Subordinated Instruments, will be made without
withholding or deduction for any taxes, duties, assessments or
governmental charges of whatsoever nature imposed or levied by or
on behalf of Australia or any political subdivision or any authority
thereof or therein having power to tax, unless the withholding or
deduction of such taxes, duties, assessments or governmental
charges is required by law. In that event, unless specified otherwise in
the relevant Pricing Supplement, the Issuer will (subject to customary
exceptions) pay such additional amounts as will result in the Holders
receiving such amounts as they would have received had no such
withholding or deduction been required. Holders should be aware that
the Pricing Supplement prepared in respect of a Tranche of
Subordinated Instruments may modify the terms and conditions set
out herein for that Tranche. This can include, for example, specifying
that the call right of the Issuer, which would ordinarily apply in the event
that the Issuer is required to gross up payments on that tranche of
Subordinated Instruments, will not apply.
Governing Law: Save as provided below, the Subordinated Instruments and all related
contractual documentation will be governed by, and construed in
accordance with, English law. Any matter, claim or dispute arising out
of or in connection with the Subordinated Instruments and all related
contractual documentation, whether contractual or non-contractual,
will be governed by, and determined in accordance with, English law.
The provisions of Conditions 4, 5 and 6 (and the defined terms when
used in those Conditions) which relate to subordination, non-viability,
conversion and write-off will be governed by, and construed in
accordance with, the laws of New South Wales, Australia.
Listing: Each Series may be admitted to listing and/or trading on the wholesale
Interest Rate Securities Market of the ASX. Subordinated Instruments
may also be admitted to the Official List of the Irish Stock Exchange
and admitted to trading by the Irish Stock Exchange’s Global
Exchange Market and/or to listing and/or trading by any other
competent listing authority and/or stock exchange as agreed between
the Issuer and the relevant Dealer(s) and specified in the relevant
Pricing Supplement or may be issued on the basis that they will not be
admitted to listing and/or trading by any listing authority and/or stock
exchange.
Terms and Conditions: A Pricing Supplement will be prepared in respect of each Tranche of
Subordinated Instruments a copy of which will:
(a) in the case of Subordinated Instruments admitted to listing and/or
trading on the wholesale Interest Rate Securities Market of the

12

ASX or by any other competent listing authority and/or stock
exchange, be lodged on or with the relevant competent listing
authority and/or stock exchange by the time required by the
relevant competent listing authority and/or stock exchange; and
(b) in the case of Subordinated Instruments to be listed on the Official
List and admitted to trading on the Irish Stock Exchange’s Global
Exchange Market, be delivered to the Irish Stock Exchange and to
the Irish Stock Exchange’s Global Exchange Market as soon as
practicable and, in any event, on or before the closing date for
such Subordinated Instruments.
The terms and conditions applicable to each Tranche will be those set
out herein under “Terms and Conditions of the Subordinated
Instruments” as supplemented, modified or replaced by the relevant
Pricing Supplement.
Enforcement of
Subordinated Instruments
in Global Form
In the case of Subordinated Instruments in global form, individual
investors’ rights will be governed by a Deed of Covenant dated
7 November 2008, a copy of which will be available for inspection at
the office of the Fiscal Agent specified on page 204.
Clearing Systems: Euroclear, Clearstream, Luxembourg, the CMU Service and/or, in
relation to any Subordinated Instruments, any other clearing system
as may be specified in the relevant Pricing Supplement.
Selling Restrictions: For certain restrictions on offers, invitations, purchases, sales and
deliveries of Subordinated Instruments and on the distribution of
offering material in the USA, the EEA, the UK, Australia, Hong Kong,
Japan, France, the Republic of Ireland, Italy, The Netherlands, New
Zealand, Singapore, Spain, Switzerland and Taiwan, see the
“Subscription and Sale” section.
Cross default: None.

13

RISK FACTORS
Westpac believes that the following material factors may adversely affect its ability to fulfil its obligations
under Subordinated Instruments issued under the Programme. These factors are contingencies that
may or may not occur and Westpac is not in a position to express a view on the likelihood of any such
contingency occurring. In addition, the inability of Westpac to pay interest, principal or other amounts
on or in connection with any Subordinated Instruments may occur for other reasons.
Prospective investors should consult their own financial and legal advisers about risks associated with
an investment in such Subordinated Instruments and the suitability of investing in such Subordinated
Instruments in light of their particular circumstances.
Factors which could be material for the purpose of assessing the market risks associated with
Subordinated Instruments issued under the Programme are described below.
Words and expressions defined in the “Terms and Conditions of the Subordinated Instruments” below
or elsewhere in this Information Memorandum have the same meanings in this section, unless
otherwise stated.
Risks relating to Westpac’s business
Westpac’s businesses are highly regulated and could be adversely affected by changes in laws,
regulations or regulatory policy
As a financial institution, Westpac is subject to detailed laws and regulations in each of the jurisdictions
in which it operates or obtains funding, including Australia, New Zealand, the United Kingdom, the
United States and various jurisdictions in Asia and the Pacific. Westpac is also supervised by a number
of different regulatory and supervisory authorities which have broad administrative powers over its
businesses.
The Westpac Group’s business, prospects, reputation, financial performance and financial condition
could all be affected by changes to law and regulation, changes to policies and changes in the
supervisory activities and expectations of Westpac’s regulators. The Westpac Group is currently
operating in an environment where there is increased scrutiny of the financial services sector. This has,
in turn, led to increased scrutiny of financial services providers by regulators. In this environment, the
Westpac Group faces increasing supervision and regulation in the jurisdictions in which it operates or
obtains funding. This environment has also served to increase the pace and scope of regulatory
change.
Regulatory change could directly and adversely affect the Westpac Group’s financial condition and
financial position. In recent years, new laws have required Westpac to maintain increased levels of
liquidity and hold higher levels of, and better quality, capital and funding. Regulatory change may
continue in this area. Regulation also affects the way Westpac operates its business. New regulation
could require Westpac to change its existing business models (including by imposing restrictions on
the types of businesses it can conduct) or amend its corporate structure. The competitive landscape
may also be altered by new laws. For example, the phasing in of the open banking regime could change
the competitive landscape for banks and financial services providers in Australia.
Recently, policy makers and regulators have developed and implemented a range of regulations that

14

affect how Westpac provides products and services to its customers. New laws have been introduced
that further regulate Westpac’s ability to provide products and services to certain customers and that
require Westpac to alter its product and service offerings. Westpac’s ability to set prices for certain
products and services may also be impacted by future regulation.
Regulatory change of this type could adversely affect one or more of Westpac’s businesses, restrict its
flexibility, require it to incur substantial costs and could impact the profitability of one or more of its
business lines. Any such costs or restrictions could adversely affect Westpac’s business, prospects,
financial performance or financial condition.
There are numerous sources of regulatory change that could affect Westpac’s business. In some cases,
changes to regulation are driven by international bodies, such as the Basel Committee on Banking
Supervision (“BCBS”). Regulatory change may also flow from reviews and inquiries commissioned by
Governments or regulators.
These reviews and commissions of inquiry may lead to, and in some cases already have led to,
substantial regulatory change or investigations, which could have a material impact on Westpac’s
business, prospects, reputation, financial performance or financial condition.
It is also possible that governments or regulators in jurisdictions in which Westpac operates or obtains
funding might revise their application of existing regulatory policies that apply to, or impact, its business
(including by instituting macro-prudential limits on lending). Regulators or governments may take this
action for a variety of reasons, including for reasons relating to national interest and/or systemic stability.
Regulatory changes and the timing of their introduction continue to evolve and Westpac manages its
businesses in the context of regulatory uncertainty and complexity. The nature and impact of future
changes are not predictable and are beyond Westpac’s control. Regulatory compliance and the
management of regulatory change are an important part of Westpac’s planning processes. Westpac
expects that it will continue to invest significantly in compliance and the management and
implementation of regulatory change and, at the same time, significant management attention and
resources will be required to update existing, or implement new, processes to comply with new
regulations (such as obligations to provide certain data and information to regulators) or new
interpretations of existing laws or regulations. The failure of the Westpac Group to appropriately
manage and implement regulatory change, including by failing to implement effective processes to
comply with new regulations, could result in the Westpac Group failing to meet a compliance obligation.
Further information about the consequences of failing to meet a compliance obligation is set out in the
risk factor titled ‘Westpac’s businesses are highly regulated and have been or could be adversely
affected by failing to comply with laws, regulations or regulatory policy’ below.
Another consideration in managing regulatory change arises when regulation is introduced in one
jurisdiction that conflicts with the way it is introduced in other jurisdictions in which Westpac operates.
Westpac’s businesses are highly regulated and have been or could be adversely affected by
failing to comply with laws, regulations or regulatory policy
Westpac is responsible for ensuring that it complies with all applicable legal and regulatory
requirements and industry codes of practice in the jurisdictions in which it operates or obtains funding,
as well as meeting its ethical standards.

15

The Westpac Group is subject to compliance risk, which is the risk of legal or regulatory sanction or
financial or reputational loss, arising from its failure to abide by the compliance obligations required of
it. This risk is exacerbated by the increasing complexity and volume of domestic and global regulation.
Compliance risk can also arise where Westpac interprets its regulatory obligations, compliance
requirements and rights differently to its regulators or a court. The potential for this to occur may be
heightened in the period that follows the introduction of significant changes to regulation, particularly
where that new regulation is untested and/or not subject to extensive regulatory guidance.
The Westpac Group employs a compliance management system which is designed to identify, assess
and manage compliance risk. This system includes (amongst other things) frameworks, policies,
procedures, controls and assurance oversight. While this system is currently in place, it may not always
have been or continue to be effective. Breakdowns may occur in this compliance management system
due, for example, to flaws in the design of controls or underlying processes. This has resulted in, and
may in the future result in, potential breaches of Westpac’s compliance obligations, as well as poor
customer outcomes.
The Westpac Group also depends on its employees, contractors, agents, authorised representatives
and external service providers to ‘do the right thing’ for it to meet its compliance obligations. If an
employee, contractor or external service provider fails to act in an appropriate manner, such as by
neglecting to follow a policy or by engaging in misconduct, these actions could result in poor customer
outcomes and a failure by the Westpac Group to comply with its compliance obligations.
The Westpac Group’s failure, or suspected failure, to comply with a compliance obligation could lead
to a regulator commencing surveillance or an investigation into the Westpac Group, which may,
depending on the circumstances, result in the regulator taking administrative or enforcement action
against it (including seeking fines or other monetary penalties). In addition, the failure or alleged failure
of Westpac’s competitors to comply with their compliance obligations could lead to increased
regulatory scrutiny across the financial services sector.
In many cases, Westpac’s regulators have broad administrative and enforcement powers. For example,
under the Banking Act 1959 (Cth) (the “Banking Act”), APRA can, in certain circumstances, investigate
Westpac’s affairs and/or issue a direction to it (such as a direction to comply with a prudential
requirement, to conduct an audit, to remove a Director, executive officer or employee, or not to
undertake transactions), disqualify an ‘Accountable Person’ under the Banking and Executive
Accountability Regime (“BEAR”) or require Westpac to hold additional capital. Other regulators also
have the power to investigate, including looking into past conduct.
The current political and regulatory environment that the Westpac Group is operating in has also seen
(and may in the future see) its regulators receive new powers. Recently, legislation has been passed
by the Australian Parliament that provides ASIC with a product intervention power. Under this power,
ASIC can make product intervention orders that prevent issuers of financial products from engaging in
certain conduct. In addition, new legislation has been passed that considerably strengthens the
penalties that can be imposed for corporate and financial sector misconduct. In particular, ASIC can
now commence civil penalty proceedings (and seek significant civil penalties) against an Australian
Financial Services licensee (such as Westpac) for failing to do all things necessary to ensure that
financial services provided under the licence are provided efficiently, honestly and fairly.
Changes may also occur in the oversight approach of regulators, which could result in a regulator
preferring its enforcement powers over a more consultative approach. This dynamic is already

16

apparent, with ASIC committing to accelerating enforcement activities, conducting more civil and
criminal enforcement actions against large financial institutions and adopting a ‘why not litigate?’
enforcement stance. ASIC has also introduced its ‘Close and Continuous Monitoring’ supervisory
approach, which has seen ASIC staff being embedded within the institutions they supervise, including
Westpac. APRA has publicly committed to a revised approach to enforcement as well, indicating that
it will use enforcement where appropriate to prevent and address serious prudential risks and hold
entities and individuals to account. As part of this approach, APRA has indicated that it will consider
taking public enforcement action (such as issuing directions, imposing licence conditions or
commencing Court proceedings) for wider deterrence purposes. In recent years, there have been
significant increases in the nature and scale of regulatory investigations, enforcement actions and the
quantum of fines issued by global regulators.
The provision of new powers to regulators, coupled with the increasingly active supervisory and
enforcement approaches adopted by them, increases the prospect of adverse regulatory action being
brought against the Westpac Group. Further, the severity and consequences of that action are now
greater, given the recent expansion of penalties for corporate and financial sector misconduct.
Regulatory action brought against the Westpac Group may expose the Westpac Group to an increased
risk of litigation brought by third parties (including through class action proceedings). The outcome of
such litigation (including class action proceedings) may be payment of compensation to third parties
and/or further remediation activities. In addition, action taken in one jurisdiction may prompt similar
action to be taken in another jurisdiction.
Regulatory investigations, inquiries, litigation, fines, penalties, infringement notices, revocation,
suspension or variation of conditions of relevant regulatory licences or other enforcement or
administrative action or agreements (such as enforceable undertakings) could, either individually or in
aggregate with other regulatory action, adversely affect Westpac’s business, prospects, reputation,
financial performance or financial condition.
The failure to comply with financial crime obligations could have an adverse effect on
Westpac’s business and reputation
The Westpac Group is subject to anti-money laundering and counter-terrorism financing (“AML/CTF”)
laws, anti-bribery and corruption laws, economic and trade sanctions laws and tax transparency laws
in the jurisdictions in which it operates. These laws can be complex and in some circumstances, impose
a diverse range of obligations. For example, AML/CTF laws require Westpac and other regulated
institutions to (amongst other things) undertake customer identification and verification, conduct
ongoing due diligence on customers, maintain and comply with an AML/CTF program and undertake
ongoing risk assessments. AML/CTF laws also require Westpac to report certain matters and
transactions to regulators (including in relation to International Funds Transfer Instructions, Threshold
Transaction Reports and Suspicious Matter Reports) and ensure that certain information is not
disclosed to third parties in a way that would contravene the ‘tipping off’ provisions in AML/CTF
legislation. Furthermore, financial crime laws are also undergoing change in a number of jurisdictions.
In recent years there has been increased focus on compliance with financial crime obligations, with
regulators around the globe commencing large-scale investigations and taking enforcement action
where they have identified non-compliance (often seeking significant monetary penalties). Further, due
to the large volume of transactions that the Westpac Group processes, the undetected failure or the
ineffective implementation or remediation of a system, policy, process or control (including in relation

17

to a regulatory reporting obligation) could result in a significant number of breaches of AML/CTF
obligations and significant monetary penalties.
While the Westpac Group has systems, policies, processes and controls in place that are designed to
manage its financial crime obligations (including its reporting obligations), these may not always have
been or continue to be effective. The Westpac Group is currently working to address areas of control
weaknesses in its financial crime management framework. If the Westpac Group fails to comply with
these obligations, it could impact the ability of financial crime regulators and law enforcement bodies
to deal with and minimise financial crime, and the Westpac Group could face regulatory enforcement
action such as litigation, significant fines, penalties and the revocation, suspension or variation of
licence conditions. Non-compliance could also lead to litigation commenced by third parties (including
class action proceedings) and cause reputational damage. These actions could, either individually or
in aggregate, adversely affect Westpac’s business, prospects, reputation, financial performance or
financial condition.
Reputational damage could harm Westpac’s business and prospects
Westpac’s ability to attract and retain customers and its prospects could be adversely affected if its
reputation is damaged.
Reputation risk is the risk of loss of reputation, stakeholder confidence or public trust and standing. It
arises where there are differences between stakeholders’ current and emerging perceptions, beliefs
and expectations and Westpac’s current and planned activities, processes, performance and
behaviours.
There are various potential sources of reputational damage. Westpac’s reputation may be damaged
where any of its policies, processes, practices or behaviours result in a negative outcome for a
customer or a class of customers. Other potential sources of reputational damage include the failure
to effectively manage risks in accordance with Westpac’s risk management frameworks, failure to
comply with legal and regulatory requirements, adverse findings from regulatory reviews (including
Westpac-specific and industry-wide reviews), environmental, social and ethical issues, failure of
information security systems, technology failures, security breaches and inadequate record keeping
which may prevent Westpac from demonstrating that a past decision was appropriate at the time it was
made.
Westpac may suffer reputational damage where its conduct, practices, behaviours or business
activities do not align with the evolving standards and expectations of the community, Westpac’s
regulators and other stakeholders and Westpac may need to undertake ongoing work in an effort to
remain aligned with these standards and expectations. As these expectations may exceed the standard
required in order to comply with the law, Westpac may incur reputational damage even where it has
met its legal obligations. Westpac’s reputation could also be adversely affected by the actions of the
financial services industry in general or from the actions of its competitors, customers, suppliers, joint-
venture partners, strategic partners and other counterparties.
Furthermore, the risk of reputational damage may be heightened by factors such as the increasing use
of social media or the increasing prevalence of groups which seek to publicly challenge the Westpac
Group’s strategy or approach to aspects of its business.
Failure, or perceived failure, to appropriately address issues that could or do give rise to reputational

18

risk could also impact the regulatory change agenda, give rise to additional legal risk, subject Westpac
to regulatory investigations, regulatory enforcement actions, fines and penalties or litigation brought by
third parties (including class actions), require Westpac to remediate and compensate customers and
incur remediation costs or harm Westpac’s reputation among customers, investors and the
marketplace. This could lead to loss of business which could adversely affect Westpac’s business,
prospects, financial performance or financial condition.
The Royal Commission has led to, and may continue to lead to, regulatory enforcement activity,
litigation and changes in laws, regulations or regulatory policy, and has resulted in, and may
continue to result in, ongoing reputational damage to the Westpac Group, all of which has and
may continue to have an adverse effect on its business and prospects.
The Royal Commission into Misconduct in the Banking, Superannuation and Financial Services
Industry investigated (amongst other things) whether any conduct, practices, behaviours or business
activities engaged in by financial services entities amounted to potential misconduct, or fell below
community standards and expectations.
These investigations (including the public hearings, submissions, evidence and findings of the Royal
Commission) had, and may continue to have, an adverse impact on the Westpac Group's reputation
and potentially the financial performance of the Westpac Group’s businesses. In addition, the Royal
Commission’s findings have led to, and may continue to lead in the future to, regulators commencing
investigations and/or enforcement action against financial institutions (including the Westpac Group).
In this environment, there is also an increased risk of class actions or other litigation being commenced
by the Westpac Group’s customers, including in relation to matters raised at the Royal Commission.
For further information about this risk, refer to the risk factor titled ‘Westpac has and could suffer
losses due to litigation (including class action proceedings)’ below.
In addition, the recommendations made in the final report of the Royal Commission (which was publicly
released on 4 February 2019) (the “Final Report”) has resulted and will, depending on how its
recommendations are implemented, result in further changes to legislation, and further influence the
policies and practices of Westpac’s regulators. In some instances, this has already had, and may
continue to have in the future, an adverse effect on Westpac’s business, prospects, financial
performance or financial condition.
The Royal Commission has also led to increased political or regulatory scrutiny of the financial industry
in New Zealand, and may continue to do so.
Westpac has and could suffer losses due to litigation (including class action proceedings)
The Westpac Group (and individual entities within the Westpac Group) may, from time to time, be
involved in legal proceedings, regulatory actions or arbitration arising from the conduct of their business
and the performance of their legal and regulatory obligations.
Proceedings could be commenced against the Westpac Group by a range of potential plaintiffs, such
as its customers, shareholders, suppliers and counterparties. These plaintiffs may commence
proceedings individually or they may commence class action proceedings.
In recent years, there has been an increase in the number of class action proceedings brought against
financial services companies (and other organisations more broadly), many of which have resulted in

19

significant monetary settlements. The risk of class action proceedings being commenced is heightened
by findings from regulatory investigations or inquiries (such as the Royal Commission into Misconduct
in the Banking, Superannuation and Financial Services Industry), adverse media, an adverse judgment
or the settlement of proceedings brought by a regulator. Furthermore, there is a risk that class action
proceedings commenced against a competitor could lead to similar class action proceedings being
commenced against the Westpac Group.
The growth in third party litigation funding in Australia has also contributed to a recent increase in the
number of class actions being commenced in Australia.
From time to time, class action proceedings are commenced against the Westpac Group. For further
information about class actions proceedings that the Westpac Group is currently involved in, refer to
Note 14 in Westpac’s 2019 Interim Financial Report, which is incorporated by reference into this
Information Memorandum.
Litigation (including class action proceedings) may, either individually or in aggregate, adversely affect
the Westpac Group's business, operations, prospects, reputation or financial condition. This risk is
heightened by the recent increases in the severity of penalties for certain breaches of the law. Such
matters are subject to many uncertainties (for example, the outcome may not be able to be predicted
accurately). Furthermore, the Westpac Group's ability to respond to and defend litigation may be
adversely affected by inadequate record keeping.
Depending on the outcome of any litigation, the Westpac Group may be required to comply with broad
Court orders, including enforcement orders or otherwise pay money such as damages, fines, penalties
or legal costs.
The Westpac Group's material contingent liabilities are described in Note 14 in its 2019 Interim
Financial Report. There is a risk that these contingent liabilities may be larger than anticipated or that
additional litigation or other contingent liabilities may arise, which could adversely affect Westpac’s
business, prospects, reputation, financial performance or financial condition.
Westpac could suffer information security risks, including cyberattacks
The proliferation of new technologies, the increasing use of the internet and telecommunications to
conduct financial transactions and the growing sophistication and activities of attackers (including
organised crime and state-sponsored actors) have resulted in increased information security risks for
major financial institutions such as Westpac and its external service providers.
While Westpac has systems in place to protect against, detect and respond to cyberattacks, these
systems may not always be effective and there can be no assurance that Westpac will not suffer losses
from cyberattacks or other information security breaches in the future. If a cyberattack is successful,
technology systems might fail to operate properly or become disabled and could result in the
unauthorised release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and
other information of the Westpac Group, its employees, customers or third parties or otherwise
adversely impact network access, business operations or availability of services.
In addition, as cyber threats continue to evolve, Westpac may be required to expend significant
additional resources to modify or enhance Westpac’s systems or to investigate and remediate any
vulnerabilities or incidents.

20

Westpac’s operations rely on the secure processing, storage and transmission of information on its
computer systems and networks, and the systems and networks of external suppliers. Although
Westpac implements measures to protect the security, integrity and confidentiality of its information,
there is a risk that the computer systems, software and networks on which it relies may be subject to
security breaches, unauthorised access, malicious software, external attacks or internal breaches that
could have an adverse impact on Westpac’s confidential information or that of its customers and
counterparties.
Major banks in other jurisdictions have suffered security breaches from sophisticated cyberattacks.
Westpac’s external service providers or other parties that facilitate its business activities are also
subject to the risk of cyberattacks. Any such security breach could result in the loss of customers and
business opportunities, significant disruption to Westpac’s operations, misappropriation of Westpac’s
confidential information and/or that of its customers and damage to Westpac’s computers or systems
and/or those of its customers. Such a security breach could also result in reputational damage, claims
for compensation and regulatory investigations and penalties, which could adversely affect Westpac’s
business, prospects, financial performance or financial condition.
Westpac’s risk and exposure to such threats remains heightened because of the evolving nature of
technology, Westpac’s prominence within the financial services industry, the prominence of its
customers (including government, mining and health) and increasing obligations to make data and
information available to external third parties and Westpac’s plans to continue to improve and expand
its internet and mobile banking infrastructure.
Westpac could suffer losses due to technology failures or its inability to appropriately manage
and upgrade its technology
The reliability, integrity and security of Westpac’s information and technology is crucial in supporting
its customers’ banking requirements and meeting its compliance obligations and its regulators’
expectations.
While the Westpac Group has a number of processes in place to provide for and monitor the availability
and recovery of its systems, there is a risk that Westpac’s information and technology systems might
fail to operate properly or become disabled as a result of events that are wholly or partially beyond its
control. If Westpac incurs a technology failure it may fail to meet a compliance obligation (such as the
obligation to retain records and data for requisite periods of time), or Westpac’s customers may be
adversely affected. This could potentially result in reputational damage, remediation costs and a
regulator commencing an investigation and/or taking administrative or enforcement action against
Westpac.
Further, in order to continue to deliver new products and services to customers, comply with Westpac’s
regulatory obligations (such as obligations to report certain data and information to regulators) and
meet the ongoing expectations of Westpac’s regulators, Westpac needs to regularly renew and
enhance its technology. Westpac is constantly managing technology projects including projects to
consolidate technology platforms, simplify and enhance its technology and operations environment,
assist Westpac with complying with legal obligations, improve productivity and provide for a better
customer experience. Failure to implement these projects or manage associated change effectively
could result in cost overruns, unrealised productivity, operational instability, failure to meet compliance
obligations and/or reputational damage. In turn, this could place Westpac at a competitive
disadvantage and adversely affect its financial performance.

21

Adverse credit and capital market conditions or depositor preferences may significantly affect
Westpac’s ability to meet funding and liquidity needs and may increase its cost of funding
Westpac relies on deposits, and credit and capital markets, to fund its business and as a source of
liquidity. Westpac’s liquidity and costs of obtaining funding are related to credit and capital market
conditions.
Global credit and capital markets can experience periods of extreme volatility, disruption and
decreased liquidity as was demonstrated during the Global Financial Crisis. While there have now
been extended periods of stability in these markets, the environment remains unpredictable. The main
risks Westpac faces are damage to market confidence, changes to the access and cost of funding and
a slowing in global activity or other impacts on entities with whom it does business. Capital markets
may also be affected by proposed changes to U.S. repatriation tax rules.
As of 31 March 2019, approximately 31 per cent. of Westpac’s total funding originated from domestic
and international wholesale markets. Of this, around 65 per cent. was sourced outside Australia and
New Zealand. Customer deposits provide around 62 per cent. of total funding. Customer deposits held
by Westpac are comprised of both term deposits which can be withdrawn after a certain period of time
and at call deposits which can be withdrawn at any time.
A shift in investment preferences could result in deposit withdrawals by customers which could increase
Westpac’s need for funding from other, potentially less stable, or more expensive, forms of funding.
If market conditions deteriorate due to economic, financial, political or other reasons, there may also
be a loss of confidence in bank deposits and Westpac could experience unexpected deposit
withdrawals. In this situation Westpac’s funding costs may be adversely affected and its liquidity and
its funding and lending activities may be constrained.
If Westpac’s current sources of funding prove to be insufficient, it may be forced to seek alternative
financing. The availability of such alternative financing, and the terms on which it may be available, will
depend on a variety of factors, including prevailing market conditions, the availability of credit,
Westpac’s credit ratings and credit market capacity. Even if available, these alternatives may be more
expensive or on unfavourable terms, which could adversely affect Westpac’s financial performance,
liquidity, capital resources or financial condition. There is no assurance that Westpac will be able to
obtain adequate funding, do so at acceptable prices, or that it will be able to recover any additional
costs.
If Westpac is unable to source appropriate funding, it may also be forced to reduce its lending or begin
selling liquid securities. Such actions may adversely impact Westpac’s business, prospects, liquidity,
capital resources, financial performance or financial condition. If Westpac is unable to source
appropriate funding for an extended period, or if it can no longer sell liquid securities, there is a risk
that Westpac will be unable to pay its debts as and when they become due and payable.
Westpac enters into collateralised derivative obligations, which may require Westpac to post additional
collateral based on movements in market rates, which has the potential to adversely affect Westpac’s
liquidity or ability to use derivative obligations to hedge its interest rate, currency and other financial
instrument risks.
Sovereign risk may destabilise financial markets adversely

22

Sovereign risk is the risk that governments will default on their debt obligations, will be unable to
refinance their debts as they fall due or will nationalise parts of their economy including assets of
financial institutions such as Westpac. Sovereign defaults could negatively impact the value of
Westpac’s holdings of high quality liquid assets. There may also be a cascading effect to other markets
and countries, the consequences of which, while difficult to predict, may be similar to or worse than
those experienced during the Global Financial Crisis. Such an event could destabilise global financial
markets, adversely affecting Westpac’s liquidity, financial performance or financial condition.
Failure to maintain credit ratings could adversely affect Westpac’s cost of funds, liquidity,
competitive position and access to capital markets
Credit ratings are independent opinions on Westpac’s creditworthiness. Westpac’s credit ratings can
affect the cost and availability of Westpac’s funding from capital markets and other funding sources
and they may be important to customers or counterparties when evaluating Westpac’s products and
services. Therefore, maintaining high credit ratings is important.
The credit ratings assigned to Westpac by rating agencies are based on an evaluation of a number of
factors, including Westpac’s financial strength, the quality of Westpac’s governance, structural
considerations regarding the Australian financial system and the credit rating of the Australian
Government. A credit rating downgrade could be driven by a downgrade of the Australian Government,
the occurrence of one or more of the other risks identified in this section or by other events including
changes to the methodologies used by the rating agencies to determine ratings.
A downgrade or series of downgrades to Westpac’s credit ratings could have an adverse effect on
Westpac’s cost of funds and related margins, collateral requirements, liquidity, competitive position and
Westpac’s access to capital markets. The extent and nature of these impacts would depend on various
factors, including the extent of any ratings change, whether Westpac’s ratings differ among agencies
(split ratings) and whether any ratings changes also impact Westpac’s competitors or the sector.
A systemic shock in relation to the Australian, New Zealand or other financial systems could
have adverse consequences for Westpac or its customers or counterparties that would be
difficult to predict and respond to
There is a risk that a major systemic shock could occur that causes an adverse impact on the Australian,
New Zealand or other financial systems.
As outlined above, during the past decade the financial services industry and capital markets have
been, and may continue to be, adversely affected by market volatility, global economic conditions,
geopolitical instability (such as threats of or actual conflict occurring around the world) and political
developments. In particular, there have been significant global political developments in recent times,
including Brexit and the introduction of tariffs and other protectionist measures by various countries,
such as the U.S. and China. A shock to one of the major global economies could again result in
currency and interest rate fluctuations and operational disruptions that negatively impact the Westpac
Group.
Any such market and economic disruptions could adversely affect financial institutions such as
Westpac because consumer and business spending may decrease, unemployment may rise and
demand for the products and services it provides may decline, thereby reducing Westpac’s earnings.
These conditions may also affect the ability of Westpac’s borrowers to repay their loans or Westpac’s

23

counterparties to meet their obligations, causing Westpac to incur higher credit losses and affect
investors’ willingness to invest in the Westpac Group. These events could also result in the undermining
of confidence in the financial system, reducing liquidity, impairing Westpac’s access to funding and
impairing Westpac’s customers and counterparties and their businesses. If this were to occur,
Westpac’s business, prospects, financial performance or financial condition could be adversely
affected.
The nature and consequences of any such event are difficult to predict and there can be no certainty
that Westpac could respond effectively to any such event.
Declines in asset markets could adversely affect Westpac’s operations or profitability
Declines in Australian, New Zealand or other asset markets, including equity, residential and
commercial property and other asset markets, could adversely affect Westpac’s operations and
profitability.
Declining asset prices also impact Westpac’s wealth management business. Earnings in Westpac’s
wealth management business are, in part, dependent on asset values because Westpac typically
receives fees based on the value of securities and/or assets held or managed. A decline in asset prices
could negatively impact the earnings of this business.
Declining asset prices could also impact customers and counterparties and the value of security
(including residential and commercial property) Westpac holds against loans and derivatives. This may
impact its ability to recover amounts owing to it if customers or counterparties were to default. It may
also affect Westpac’s level of provisioning which in turn impacts Westpac’s profitability and financial
condition.
Westpac’s business is substantially dependent on the Australian and New Zealand economies
Westpac’s revenues and earnings are dependent on economic activity and the level of financial
services its customers require. In particular, lending is dependent on various factors including
economic growth, business investment, business and consumer sentiment, levels of employment,
interest rates, asset prices and trade flows in the countries in which Westpac operates.
Westpac conducts the majority of its business in Australia and New Zealand and, consequently, its
performance is influenced by the level and cyclical nature of lending in these countries. These factors
are in turn impacted by both domestic and international economic conditions, natural disasters and
political events. A significant decrease in Australian and New Zealand housing valuations could
adversely impact Westpac’s home lending activities because borrowers with loans in excess of their
property value show a higher propensity to default. In the event of defaults Westpac’s security may be
eroded, causing Westpac to incur higher credit losses. The demand for Westpac’s home lending
products may also decline due to adverse changes in tax legislation (such as changes to tax rates,
concessions or deductions), regulatory requirements or other buyer concerns about decreases in
values.
Adverse changes to economic and business conditions in Australia and New Zealand and other
countries such as China, India and Japan, could also adversely affect the Australian economy and
Westpac’s customers. In particular, due to the current economic relationship between Australia and
China, particularly in the mining and resources sectors, a slowdown in China’s economic growth,

24

including as a result of the implementation of tariffs or other protectionist trade measures, could
negatively impact the Australian economy. Changes in commodity prices, Chinese government policies
and broader economic conditions could, in turn, result in reduced demand for Westpac’s products and
services and affect the ability of its borrowers to repay their loans. If this were to occur, it could
negatively impact Westpac’s business, prospects, financial performance or financial condition.
An increase in defaults in credit exposures could adversely affect Westpac’s liquidity, capital
resources, financial performance or financial condition
Credit risk is the risk of financial loss where a customer or counterparty fails to meet their financial
obligations to Westpac. It is a significant risk and arises primarily from Westpac’s lending activities.
Westpac establishes provisions for credit impairment based on current information and its expectations.
If economic conditions deteriorate outside of Westpac’s expectations, some customers and/or
counterparties could experience higher levels of financial stress and Westpac may experience a
significant increase in defaults and write-offs, and be required to increase its provisioning. Such events
would diminish available capital and could adversely affect Westpac’s liquidity, capital resources,
financial performance or financial condition.
Credit risk also arises from certain derivative, clearing and settlement contracts Westpac enters into,
and from Westpac’s dealings with, and holdings of, debt securities issued by other banks, financial
institutions, companies, clearing houses, governments and government bodies, the financial conditions
of which may be affected to varying degrees by economic conditions in global financial markets.
Westpac faces intense competition in all aspects of its business
The financial services industry is highly competitive. Westpac competes, both domestically and
internationally, with retail and commercial banks, asset managers, investment banking firms, brokerage
firms, other financial service firms and businesses in other industries with emerging financial services
aspirations. This includes specialist competitors that may not be subject to the same capital and
regulatory requirements and therefore may be able to operate more efficiently. Digital technologies are
changing consumer behaviour and the competitive environment. The use of digital channels by
customers to conduct their banking continues to rise and emerging competitors are increasingly
utilising new technologies and seeking to disrupt existing business models, including in relation to
digital payment services. The Westpac Group faces competition from established providers of financial
services as well as from banking businesses developed by non-financial services companies.
The competitive environment may also change as a result of legislative reforms.
If Westpac is unable to compete effectively in its various businesses and markets, Westpac’s market
share may decline. Increased competition may also adversely affect Westpac by diverting business to
its competitors or creating pressure to lower margins and fees.
Increased competition for deposits could also increase Westpac’s cost of funding and lead it to seek
access to other types of funding or reduce lending. Westpac relies on bank deposits to fund a
significant portion of its balance sheet and deposits have been a relatively stable source of funding.
Westpac competes with banks and other financial services firms for such deposits. To the extent that
Westpac is not able to successfully compete for deposits, it would be forced to rely more heavily on
other, potentially less stable or more expensive forms of funding, or reduce lending.

25

Westpac is also dependent on its ability to offer products and services that match evolving customer
preferences. If Westpac is not successful in developing or introducing new products and services or
responding or adapting to changes in customer preferences and habits, Westpac may lose customers
to its competitors. This could adversely affect its business, prospects, financial performance or financial
condition.
Westpac could suffer losses due to market volatility
Westpac is exposed to market risk as a consequence of its trading activities in financial markets, its
defined benefit plan and through the asset and liability management of its financial position. This is the
risk of an adverse impact on earnings resulting from changes in market factors, such as foreign
exchange rates, commodity prices, equity prices, and interest rates including the potential for negative
interest rates. This includes interest rate risk in the banking book, such as the risk to interest income
from a mismatch between the duration of assets and liabilities that arises in the normal course of
business activities.
Changes in market factors could be driven by a number of developments. As an example, in July 2017,
the Financial Conduct Authority (“FCA”), which regulates the London inter-bank offered rate (“LIBOR”),
announced that it would not require panel banks to continue to submit rates for the calculation of the
LIBOR benchmark after 2021. Accordingly, the continuation of LIBOR in its current form will not be
guaranteed after 2021, and it appears likely that LIBOR will be discontinued or modified by 2021. Any
such developments or future changes in the administration of LIBOR or any other benchmarks could
result in adverse consequences to the return on, value of and market for, securities and other
instruments whose returns are linked to any such benchmark, including those securities or other
instruments issued by the Westpac Group.
If Westpac were to suffer substantial losses due to any market volatility (including changes in the return
on, value of or market for, securities or other instruments) it may adversely affect its business,
prospects, liquidity, capital resources, financial performance or financial condition. For a discussion of
Westpac’s risk management procedures, including the management of market risk, refer to the ‘Risk
management’ section in Westpac’s 2018 Annual Report, which is incorporated by reference into this
Information Memorandum.
Westpac could suffer losses due to operational risks
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and
systems or from external events. It also includes, among other things, reputational risk, technology risk,
model risk and outsourcing risk, as well as the risk of business disruption due to external events such
as natural disasters, environmental hazard, damage to critical utilities, and targeted activism and
protest activity. While Westpac has policies, processes and controls in place to manage these risks,
these may not always have been, or continue to be, effective.
Ineffective processes and controls have resulted in, and could in the future result in, an adverse
outcome for Westpac’s customers. For example, a process breakdown could result in a customer not
receiving a product on the terms and conditions, or at the pricing, they agreed to. In addition,
inadequate record keeping may prevent Westpac from demonstrating that a past decision was
appropriate at the time it was made or that a particular action or activity was undertaken. If this was to
occur, Westpac may incur significant costs in paying refunds and compensation to customers, as well
as remediating any underlying process breakdown. These types of failure may also result in increased

26

regulatory scrutiny, with a regulator potentially commencing an investigation and/or taking other
enforcement, administrative or supervisory action.
Westpac could incur losses from fraudulent applications for loans or from incorrect or fraudulent
payments and settlements, particularly real-time payments. Fraudulent conduct can also emerge from
external parties seeking to access Westpac’s systems and customers’ accounts. If systems,
procedures and protocols for managing fraud fail, or are ineffective, they could lead to losses which
could adversely affect Westpac’s customers, as well as Westpac’s business, prospects, reputation,
financial performance or financial condition.
Accurate and complete data is critical to ensure that Westpac’s systems (both customer facing and
back-office), risk management frameworks, and financial reporting processes operate effectively. Poor
data quality could arise in a number of ways, including through inadequacies in systems, processes
and policies, which could lead to deficiencies or failings in customer service, risk management,
financial reporting (including in the calculation of risk weighted assets), compliance with legal
obligations (including obligations to provide data to regulators) and also result in poor decision making.
Poor data quality, including as a result of data that is fragmented across multiple systems, could affect
the ability of Westpac to improve systems and processes. Westpac is also exposed to model risk, being
the risk of loss arising from errors or inadequacies in data or a model, or in the control and use of a
model.
Westpac is required to retain and access data and documentation for specific retention periods in order
to satisfy its compliance obligations. In some cases, Westpac also retains data to enable it to
demonstrate that a past decision was appropriate at the time it was made. Failings in systems,
processes and policies could all adversely affect Westpac’s ability to retain and access data.
In recent times, financial services entities have been increasingly sharing data with third parties, such
as suppliers and regulators (both domestic and offshore), in order to conduct their business activities
and meet regulatory obligations. A breakdown in a process or control related to the transfer, storage or
protection of data transferred to a third party, or the failure of a third party to use and handle this data
correctly, could result in the Westpac Group failing to meet a compliance obligation and/or have an
adverse impact on Westpac’s customers and the Westpac Group.
Westpac also relies on a number of suppliers, both in Australia and overseas, to provide services to it
and its customers. Failure by these suppliers to deliver services as required could disrupt services and
adversely impact Westpac’s operations, profitability or reputation.
Operational risks can directly impact Westpac’s reputation and result in financial losses (including
through decreased demand for Westpac’s products and services) which would adversely affect its
financial performance or financial condition.
Operational risk, technology risk, conduct risk or compliance risk events have required, and
could in the future require, Westpac to undertake customer remediation activity
Westpac relies on a large number of policies, processes, procedures, systems and people to conduct
its business. Breakdowns or deficiencies in one of these areas (arising from one or more operational
risk, technology risk, conduct risk or compliance risk events) have resulted, and could in the future
result in, adverse outcomes for customers which Westpac is required to remediate.

27

These events would require the Westpac Group to incur significant remediation costs (which may
include compensation payments to customers and costs associated with correcting the underlying
issue) and result in reputational damage.
There are significant challenges and risks involved in executing a customer remediation activity.
Westpac’s ability to investigate an adverse customer outcome that may require remediation could be
impeded if the issue is a legacy matter spanning beyond Westpac’s record retention period, or if
Westpac’s record keeping is otherwise inadequate. Depending on the nature of the issue, it may be
difficult to quantify and scope the remediation activity. Determining how to properly and fairly
compensate customers can also be a complicated exercise involving numerous stakeholders, such as
the affected customers, regulators and industry bodies. The Westpac Group’s proposed approach to
a remediation may be affected by a number of events, such as a group of affected customers
commencing class action proceedings on behalf of the broader population of affected customers, or a
regulator exercising their powers to require that a particular approach to remediation be taken. These
factors could impact the timeframe for completing the remediation activity, potentially resulting in
Westpac failing to execute the remediation in a timely manner. A failure of this type could lead to a
regulator commencing enforcement action against the Westpac Group. The ineffective or slow
completion of a remediation also exposes the Westpac Group to reputational damage, with the
Westpac Group potentially being criticised by regulators, affected customers, the media and other
stakeholders, resulting in reputational damage. The significant challenges and risks involved in scoping
and executing remediations in a timely way also create the potential for remediation costs actually
incurred to be higher than those initially estimated by the Westpac Group.
If the Westpac Group cannot effectively scope, quantify or implement a remediation activity in a timely
way, there could be a negative impact on Westpac’s business, prospects, reputation, financial
performance or financial condition.
Westpac has and could suffer losses due to conduct risk
Conduct risk is the risk that Westpac’s provision of services and products results in unsuitable or unfair
outcomes for its stakeholders or undermines market integrity. Conduct risk could occur through the
provision of products and services to Westpac’s customers that do not meet their needs or do not
support market integrity, as well as the poor conduct of Westpac’s employees, contractors, agents,
authorised representatives and external service providers. This could occur through a failure to meet
professional obligations to specific clients (including fiduciary and suitability requirements), poor
product design and implementation, failure to adequately consider customer needs or selling products
and services outside of customer target markets. Conduct risk may also arise where there has been a
failure to adequately provide a product or services that Westpac had agreed to provide a customer.
While Westpac has frameworks, policies, processes and controls that are designed to manage poor
conduct outcomes, these policies and processes may not always have been or continue to be effective.
The failure of these policies and processes could result in financial losses and reputational damage
and this could adversely affect Westpac’s business, prospects, financial performance or financial
condition.
Westpac could suffer losses and its business could be adversely affected by the failure to adopt
and implement appropriate risk management strategies
Westpac has implemented risk management strategies, frameworks and internal controls involving

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processes and procedures intended to identify, monitor and manage risks facing the Westpac Group.
However, there are inherent limitations with any risk management framework as there may exist, or
emerge in the future, risks that Westpac has not anticipated or identified and controls may not be
effective.
As part of the Westpac Group’s risk management framework, the Westpac Group measures and
monitors risks against its risk appetite. Where the Westpac Group identifies a risk as being out-of-
appetite, the Westpac Group needs to take steps to bring this risk back into appetite in a timely way.
However, there may be circumstances where the Westpac Group fails to achieve this. This could be
because, for example, the Westpac Group is unable to enhance its information technology systems to
better manage the out-of-appetite risk, is unable to recruit appropriately trained risk management staff
or because the relevant risk class is, due to external factors beyond the Westpac Group’s control,
inherently outside of appetite. The Westpac Group is also required to periodically review its risk
management framework to determine whether it remains appropriate.
If the Westpac Group is unable to bring risks back into appetite, or if it is determined that the Westpac
Group’s risk management framework is no longer appropriate, the Westpac Group may incur
unexpected losses and be required to undertake considerable remedial work. The failure to remedy
this situation could potentially result in increased scrutiny from regulators, who could take supervisory
action such as requiring the Westpac Group to hold additional capital or directing the Westpac Group
to spend money to enhance its risk management systems and controls. Inadequacies in addressing
risks or in the Westpac Group’s risk management framework could also result in the Westpac Group
failing to meet a compliance obligation and/or financial losses.
The effectiveness of risk management frameworks is also connected to the establishment and
maintenance of a sound risk management culture. The development of appropriate remuneration
structures can play an important role in supporting the establishment of, and contributing to the
maintenance of, a sound risk culture. However, if there is a deficiency in the design or operation of
Westpac’s remuneration structures, this could have a negative effect on Westpac’s risk culture. This
could occur in circumstances where variable reward structures encourage excessive risk taking or
other conduct inconsistent with a sound risk culture. This, in turn, may have an adverse impact on the
effectiveness of Westpac’s risk management frameworks.
If any of Westpac’s governance or risk management processes and procedures prove ineffective or
inadequate or are otherwise not appropriately implemented, Westpac could suffer unexpected losses
and reputational damage which could adversely affect its business, prospects, financial performance
or financial condition.
The Westpac Group’s failure to recruit and retain key executives, employees and Directors may
have adverse effects on Westpac’s business
Key executives, employees and Directors play an integral role in the operation of Westpac’s business
and its pursuit of its strategic objectives. The unexpected departure of an individual in a key role, or
the Westpac Group’s failure to recruit and retain appropriately skilled and qualified persons into these
roles, could each have an adverse effect on Westpac’s business, prospects, reputation, financial
performance or financial condition.
Climate change may have adverse effects on Westpac’s business

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Westpac, its customers and external suppliers may be adversely affected by the physical risks of
climate change, including increases in temperatures, sea levels, and the frequency and severity of
adverse climatic events including fires, storms, floods and droughts. These effects, whether acute or
chronic in nature, may directly impact Westpac and its customers through reputational damage,
environmental factors, insurance risk and business disruption and may have an adverse impact on
financial performance (including through an increase in defaults in credit exposures).
Initiatives to mitigate or respond to adverse impacts of climate change may impact market and asset
prices, economic activity, and customer behaviour, particularly in geographic locations and industry
sectors adversely affected by these changes. Failure to effectively manage these transition risks could
adversely affect Westpac’s business, prospects, reputation, financial performance or financial
condition.
Westpac could suffer losses due to environmental factors
Westpac and its customers operate businesses and hold assets in a diverse range of geographic
locations. Any significant environmental change or external event (including fire, storm, flood,
earthquake, pandemic, civil unrest or terrorism) in any of these locations has the potential to disrupt
business activities, impact on Westpac’s operations, damage property and otherwise affect the value
of assets held in the affected locations and Westpac’s ability to recover amounts owing to it. In addition,
such an event could have an adverse impact on economic activity, consumer and investor confidence,
or the levels of volatility in financial markets, all of which could adversely affect Westpac’s business,
prospects, financial performance or financial condition.
Westpac could suffer losses due to insurance risk
Westpac has exposure to insurance risk in its life insurance, general insurance and lenders mortgage
insurance businesses, which may adversely affect its business, operations or financial condition.
Insurance risk is the risk in Westpac’s licensed regulated insurance entities of the costs of claims being
greater than expected due to a failure in product design, underwriting, reinsurance arrangements or
an increase in the severity and/or frequency of insured events.
In the life insurance business, risk arises primarily through mortality (death) and morbidity (illness and
injury) risks, the costs of claims relating to those risks being greater than was anticipated when pricing
those risks and policy lapses.
In the general insurance business, insurance risk arises mainly through environmental factors
(including storms, floods and bushfires) and other calamities, such as earthquakes, tsunamis and
volcanic activity, as well as general variability in home and contents insurance claim amounts. The
frequency and severity of external events such as natural disasters is difficult to predict and it is
possible that the amounts Westpac reserves for potential losses from existing events, such as those
arising from natural disaster events, may not be adequate to cover actual claims that may arise.
In the lenders mortgage insurance business, insurance risk arises primarily from unexpected
downturns in economic conditions leading to higher levels of mortgage defaults from unemployment
or other economic factors.
If Westpac’s reinsurance arrangements are ineffective, this could lead to greater risk, and more losses

30

than anticipated. There is also a risk that Westpac will not be able to renew an expiring reinsurance
arrangement on similar terms, including in relation to the cost, duration and amount of reinsurance
cover provided under that arrangement.
Changes in critical accounting estimates and judgements could expose the Westpac Group to
losses
The Westpac Group is required to make estimates, assumptions and judgements when applying
accounting policies and preparing its financial statements, particularly in connection with the calculation
of provisions (including those related to remediations or credit losses) and the determination of the fair
value of financial instruments. A change in a critical accounting estimate, assumption and/or
judgement resulting from new information or from changes in circumstances or experience could result
in the Westpac Group incurring losses greater than those anticipated or provided for. This may have
an adverse effect on the Westpac Group’s financial performance, financial condition and reputation.
The Westpac Group’s financial performance and financial condition may also be impacted by changes
to accounting standards or to generally accepted accounting principles.
Westpac could suffer losses due to impairment of capitalised software, goodwill and other
intangible assets that may adversely affect Westpac’s business, operations or financial
condition
In certain circumstances Westpac may be exposed to a reduction in the value of intangible assets. As
at 31 March 2019, Westpac carried goodwill principally related to its investments in Australia, other
intangible assets principally relating to assets recognised on acquisition of subsidiaries and capitalised
software balances.
Westpac is required to assess the recoverability of the goodwill and other intangible asset balances on
at least an annual basis or wherever an indicator of impairment exists. For this purpose, Westpac uses
a discounted cash flow calculation. Changes in the methodology or assumptions upon which the
calculation is based, together with expected changes in future cash flows, could materially impact this
assessment, resulting in the potential write-off of part or all of the intangible assets.
In the event that an asset is no longer in use, or its value has been reduced or that its estimated useful
life has declined, an impairment will be recorded, adversely impacting the Westpac Group’s financial
condition. The estimates and assumptions used in assessing the useful life of an asset can be affected
by a range of factors including changes in strategy and the rate of external changes in technology and
regulatory requirements.
Westpac could suffer losses if it fails to syndicate or sell down underwritten securities
As a financial intermediary, Westpac underwrites listed and unlisted debt and equity securities.
Underwriting activities include the development of solutions for corporate and institutional customers
who need capital and investor customers who have an appetite for certain investment products.
Westpac may guarantee the pricing and placement of these facilities. Westpac could suffer losses if it
fails to syndicate or sell down its risk to other market participants. This risk is more pronounced in times
of heightened market volatility.
Certain strategic decisions may have adverse effects on Westpac’s business

31

Westpac, at times, evaluates and may implement strategic decisions and objectives including
diversification, innovation, divestment or business expansion initiatives.
The expansion or integration of a new business, or entry into a new business, can be complex and
costly and may require Westpac to comply with additional local or foreign regulatory requirements
which may carry additional risks.
Westpac also acquires and invests in businesses owned and operated by external parties. These
transactions involve a number of risks for the Westpac Group. For example, Westpac may incur
financial losses if a business it invests in does not perform as anticipated or subsequently proves to
be overvalued at the time that the transaction was entered into.
In addition, Westpac may be unable to successfully divest businesses or assets. These activities may,
for a variety of reasons, not deliver the anticipated positive business results and could have a negative
impact on Westpac’s business, prospects, reputation, engagement with regulators, financial
performance or financial condition.
Limitation on Independent Registered Public Accounting Firm’s Liability
The liability of PricewaterhouseCoopers Australia (an Australian partnership which Westpac refers to
as “PwC Australia”), with respect to claims arising out of its audit report in Westpac’s 2018 Annual
Report, is subject to the limitations set forth in the Professional Standards Act 1994 of New South
Wales, Australia, as amended (the “Professional Standards Act”) and Chartered Accountants
Australia and New Zealand (NSW) scheme adopted by Chartered Accountants Australia and New
Zealand on 8 October 2014 and approved by the New South Wales Professional Standards Council
pursuant to the Professional Standards Act (the “NSW Accountants Scheme”). For matters occurring
on or prior to 7 October 2014, the liability of PwC Australia may be subject to the limitations set forth
in predecessor schemes. The current NSW Accountants Scheme expires on 7 October 2019 unless
further extended or replaced.
The Professional Standards Act and the NSW Accountants Scheme may limit the liability of PwC
Australia for damages with respect to certain civil claims arising in, or governed by the laws of, New
South Wales directly or vicariously from anything done or omitted to be done in the performance of its
professional services for Westpac, including, without limitation, its audits of Westpac’s financial
statements. The extent of the limitation depends on the timing of the relevant matter and is:
 in relation to matters occurring on or after 8 October 2013, a maximum liability for audit work
of A$75 million; or
 in relation to matters occurring on or prior to 7 October 2013, the lesser of (in the case of audit
services) ten times the reasonable charge for the service provided and a maximum liability for
audit work of A$75 million.
The limitations do not apply to claims for breach of trust, fraud or dishonesty.
In addition, there is equivalent professional standards legislation in place in other states and territories
in Australia and amendments have been made to a number of Australian federal statutes to limit liability
under those statutes to the same extent as liability is limited under state and territory laws by
professional standards legislation. Accordingly, liability for acts or omissions by PwC Australia in

32

Australian states or territories other than New South Wales may be limited in a manner similar to that
in New South Wales. These limitations of liability may limit recovery upon the enforcement in Australian
courts of any judgement under English or other foreign laws rendered against PwC Australia based on
or related to its audit report on Westpac’s financial statements. Substantially all of PwC Australia's
assets are located in Australia. However, the Professional Standards Act and the NSW Accountants
Scheme have not been subject to extensive judicial consideration and therefore how the limitation
might be applied by the courts and the effect of the limitation remain untested in a number of respects,
including its effect in respect of the enforcement of foreign judgments.
Risks related to the market generally
The secondary market generally
Subordinated Instruments may have no established trading market when issued, and one may never
develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to
sell their Subordinated Instruments easily or at prices that will provide them with a yield comparable to
similar investments that have a developed secondary market. This is particularly the case for
Subordinated Instruments that are especially sensitive to interest rate, currency or market risks, are
designed for specific investment objectives or strategies or have been structured to meet the
investment requirements of limited categories of investors. These types of Subordinated Instruments
would generally have a more limited secondary market and more price volatility than conventional debt
securities. Illiquidity may have a severely adverse effect on the market value of Subordinated
Instruments.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Subordinated Instruments in the Specified Currency.
This presents certain risks relating to currency conversions if an investor’s financial activities are
denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the
Specified Currency. These include the risk that exchange rates may change significantly (including
changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and
the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange
controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency
would decrease (i) the Investor’s Currency-equivalent yield on the Subordinated Instruments, (ii) the
Investor’s Currency-equivalent value of the principal payable on the Subordinated Instruments and (iii)
the Investor’s Currency-equivalent market value of the Subordinated Instruments.
Government and monetary authorities may impose (as some have done in the past) exchange controls
that could adversely affect an applicable exchange rate. As a result, investors may receive less interest
or principal than expected, or no interest or principal.
Credit or corporate ratings may not reflect all risks
One or more independent rating agencies may assign ratings to the Subordinated Instruments and/or
the Issuer. The ratings may not reflect the potential impact of all risks related to structure, market,
additional factors discussed in this section, and other factors that may affect the value of the
Subordinated Instruments or the standing of the Issuer. A credit rating and/or a corporate rating is not
a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency
at any time.

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Risks related to Subordinated Instruments generally
The Subordinated Instruments are loss absorption instruments that involve risk and may not
be a suitable investment for all investors
The Subordinated Instruments are loss absorption instruments designed to comply with applicable
Australian banking regulations and involve certain risks. Each potential investor in the Subordinated
Instruments must determine the suitability (either alone or with the help of a financial advisor) of an
investment in the Subordinated Instruments in light of its own circumstances. In particular, each
potential investor should understand thoroughly the terms of the Subordinated Instruments, such as
the provisions governing the Conversion or Write-off, including under what circumstances a Non-
Viability Trigger Event could occur.
A potential investor should not invest in the Subordinated Instruments unless it has the knowledge and
expertise (either alone or with the help of a financial advisor) to evaluate how the Subordinated
Instruments will perform, subject to the risks set forth herein, the resulting effects on the likelihood of
the Conversion or Write-off and the value of the Subordinated Instruments, and the resultant impact
on the potential investor’s overall investment portfolio. Prior to making an investment decision, potential
investors should consider carefully, in light of their own financial circumstances and investment
objectives, all the information contained in or incorporated by reference into this Information
Memorandum.
Investments in Subordinated Instruments are not deposit liabilities or protected accounts
under Australian legislation
The Subordinated Instruments are not deposit liabilities or protected accounts of the Issuer for the
purposes of the Banking Act or Financial Claims Scheme and will not be subject to the depositor
protection provisions of Australian banking legislation. The Subordinated Instruments will not be
guaranteed or insured by any Australian government, government agency or compensation scheme of
Australia or any other jurisdiction.
Payments are subject to satisfaction of the Solvency Condition
All of the Issuer’s obligations to make payments in respect of the Subordinated Instruments are subject
to the Solvency Condition being satisfied.
If the Solvency Condition is not satisfied (that is, if the Issuer is not able to pay its debts as they fall
due, or the Issuer’s Assets do not exceed its Liabilities, both at the time the payment is due or
immediately after making the payment) no payment will be made in respect of the Subordinated
Instruments. The Issuer’s failure to pay in such circumstances will not be an Event of Default and any
unpaid principal will accrue interest and interest not paid will accrue with compounding until it is paid
and will be payable on the first Business Day on which the Issuer meets the Solvency Condition.
However, if a Non-Viability Trigger Event occurs, all of the Issuer’s obligations to make payments in
respect of the Subordinated Instruments (to the extent Converted or Written-off) (including in respect
of accrued but unpaid interest) will cease and Holders will have no rights to recover any unpaid
amounts (although if Conversion is the primary method of loss absorption as specified in the Pricing
Supplement, Holders will receive Ordinary Shares upon Conversion, assuming Westpac is able to
Convert the Subordinated Instruments).

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A Non-Viability Trigger Event may occur
If a Non-Viability Trigger Event occurs, the Issuer must Convert the Subordinated Instruments to
Ordinary Shares or, if Write-off is specified in the Pricing Supplement as being the primary method of
loss absorption, Write-off the Subordinated Instruments. Even if Conversion is specified in the Pricing
Supplement as being the primary method of loss absorption, the Subordinated Instruments may, in
certain circumstances, still be subject to Write-off. See “Termination of rights where Conversion does
not occur or if Write-off is the primary method of loss absorption” below.
A Non-Viability Trigger Event occurs when APRA notifies the Issuer in writing that it believes:
 Conversion or Write-Off of all or some Subordinated Instruments (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
 a public sector injection of capital, or equivalent support, is necessary because, without it, the
Issuer would become non-viable.
APRA has indicated that at this time it will not provide guidance as to how it will determine non-viability.
Non-viability could be expected to include serious impairment of the Issuer’s financial position,
concerns about its capital, funding or liquidity levels and/or insolvency. However, it is possible that
APRA’s definition of non-viability may not necessarily be confined to these matters and APRA’s
position on these matters may change over time. As the occurrence of a Non-Viability Trigger Event
is at the discretion of APRA, there can be no assurance given as to the factors and circumstances that
might give rise to such an event. A Non-Viability Trigger Event could occur at any time. It could occur
on dates not previously contemplated by investors or which may be unfavourable in light of then-
prevailing market conditions or investors’ individual circumstances or timing preferences.
The Issuer has frameworks in place to manage capital, funding and liquidity risk to lower the risk of
experiencing financial difficulty.
The section entitled “Risks relating to Westpac’s business” sets out a number of general risks
associated with the Issuer’s businesses. If one, or a combination, of these risks leads to a significant
capital loss, or prolonged difficulties in raising funding or maintaining sufficient liquidity, the Issuer
believes this may be the type of situation in which APRA would become concerned and notify the Issuer
that it has become non-viable. It should be noted that these are examples. The risks outlined in the
section entitled “Risks relating to Westpac’s business” are not exhaustive and there may be other risks
which affect the financial performance and condition of the Issuer and consequently, the likelihood of
the occurrence of a Non-Viability Trigger Event.
Conversion following a Non-Viability Trigger Event
Upon the occurrence of a Non-Viability Trigger Event, if Conversion is the primary method of loss
absorption and if Subordinated Instruments are required to be Converted (see “Order of Conversion of
Relevant Securities”, below), all or some Subordinated Instruments (or a percentage of the
Outstanding Principal Amount of each Subordinated Instrument) will Convert into the applicable
Conversion Number of Ordinary Shares, subject to the Maximum Conversion Number. In these
circumstances, it is likely that the Maximum Conversion Number will apply and limit the number of
Ordinary Shares to be issued. Upon Conversion, the value of Ordinary Shares received is likely to be

35

significantly less than the Outstanding Principal Amount of the Subordinated Instruments because:
 the VWAP during the 5 ASX Business Days on which trading in Ordinary Shares took place
immediately preceding but not including the Non-Viability Trigger Event Date may differ from
the Ordinary Share price on or after that date;
 the number of Ordinary Shares holders receive for each Subordinated Instrument on
Conversion is limited by the Maximum Conversion Number, which is based on 20 per cent. of
the Issue Date VWAP. It is likely that the Maximum Conversion Number will apply if a Non-
Viability Trigger Event has occurred and limit the number of Ordinary Shares to be issued; and
 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. Any
depreciation of the Australian dollar against the Specified Currency by the time of Conversion
will increase the likelihood of the Maximum Conversion Number applying on Conversion and
will likely also reduce the Specified Currency equivalent of Ordinary Shares received,
particularly if such depreciation is significant. This is because:
o the Maximum Conversion Number is based on an Issue Date VWAP in Australian
dollars and the Specified Currency Outstanding Principal Amount of each
Subordinated Instrument converted to Australian dollars is based on the spot rate of
exchange at the time of issue; and
o the Conversion Number is based on the VWAP in Australian dollars at the time of
Conversion and the Specified Currency Outstanding Principal Amount of each
Subordinated Instrument converted to Australian dollars is based on the spot rate of
exchange at the time of Conversion.
The Maximum Conversion Number may be adjusted to reflect a consolidation, division or
reclassification, or pro rata bonus issue, of Ordinary Shares. However, no adjustment will be made to
it on account of other transactions which may affect the price of Ordinary Shares, including for example,
rights issues, returns of capital, buy-backs or special dividends. The transactions that Westpac may
undertake with respect to its share capital are not limited and any such action may increase the risk
that Holders receive only the Maximum Conversion Number and so adversely affect the position of
Holders.
However, even if Conversion is the primary method of loss absorption, the Subordinated Instruments
may, in certain circumstances, still be subject to Write-off. See “Termination of rights where Conversion
does not occur or if Write-off is the primary method of loss absorption” below.
Ordinary Shares
While the Issuer currently has Ordinary Shares listed on the ASX, the Ordinary Shares issued on
Conversion may not be listed, for example, if the Issuer is acquired by another entity and delisted. The
Ordinary Shares may not be able to be sold at prices representing their value based on the VWAP. In
particular, the VWAP will be based on trading days which occurred immediately before the occurrence
of the Non-Viability Trigger Event.
Ordinary Shares are a different type of investment to the Subordinated Instruments. Dividends are

36

payable at the absolute discretion of the Issuer and the amount of each dividend is also discretionary.
In a Winding-Up, claims of holders of Ordinary Shares rank behind claims of holders of all other
securities and debts of the Issuer. The market price of Ordinary Shares may be more sensitive than
that of Subordinated Instruments to changes in the Issuer’s performance, operational issues and other
business issues.
Potential investors in Subordinated Instruments should understand that if a Non-Viability Trigger Event
occurs and Subordinated Instruments are Converted, investors are obliged to accept Ordinary Shares
or have such Ordinary Shares issued to a Sale and Transfer Agent to be delivered or sold on their
behalf.
Order of Conversion of Relevant Securities
If the Issuer is only required to convert a certain amount of Relevant Securities, the Issuer will
determine the amount of Subordinated Instruments which will be Converted or Written-off and other
Relevant Securities which will be converted, written-off or written-down as follows:
 first, the Issuer will convert, write-off or write-down an amount of the face value or outstanding
principal amount of all outstanding Relevant Tier 1 Securities before Conversion or Write-off
of the Subordinated Instruments; and
 second, if conversion, write-off or write-down of those Relevant Tier 1 Securities is not
sufficient, the Issuer will Convert or Write-off the Subordinated Instruments and convert, write-
off or write-down 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 (subject to such adjustments as
the Issuer may determine to take into account the effect on marketable parcels and 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, write-off
or write-down immediately),
but such determination will not impede the immediate Conversion or Write-Off of the relevant
Subordinated Instruments or percentage of the Outstanding Principal Amount of each Subordinated
Instrument or, if applicable, termination of the relevant Holders’ rights and claims.
However, the Issuer has no obligation to have or maintain on issue Relevant Tier 1 Securities which
are required to be converted, written-off or written-down ahead of Subordinated Instruments and other
Relevant Tier 2 Securities and gives no assurance that there will be any such instruments on issue at
the time at which the Subordinated Instruments may be required to be Converted or Written-off.
Termination of rights where Conversion does not occur or if Write-off is the primary method of
loss absorption
If Conversion of a Subordinated Instrument (or a percentage of the Outstanding Principal Amount of
the Subordinated Instrument) does not occur for any reason within 5 ASX Business Days after the
Non-Viability Trigger Event Date (including, for example, due to applicable law, order of a court or
action of any government authority, including regarding the insolvency, Winding-Up or other external
administration of the Issuer or as a result of the Issuer’s inability or failure to comply with its obligations
under the Terms and Conditions of the Subordinated Instrument in relation to Conversion), or if Write-
off is specified in the Pricing Supplement as being the primary method of loss absorption, then the

37

Subordinated Instrument (or a percentage of the Outstanding Principal Amount of the Subordinated
Instrument to be Converted or Written-off) will be Written-off and the rights of Holders in relation to
such Subordinated Instrument (including to payments of interest and accrued interest, and the
repayment of the Outstanding Principal Amount and, where Conversion is the primary method of loss
absorption, to be issued with Ordinary Shares in respect of such Subordinated Instruments) will be
immediately and irrevocably written-off and terminated with effect on and from the Non-Viability Trigger
Event Date and investors will lose all or some of their investment and will not receive any compensation.
In certain circumstances, an investor holding Subordinated Instruments subject to Conversion
may not receive Ordinary Shares, only the proceeds thereof, as the Ordinary Shares would be
issued upon Conversion to a Sale and Transfer Agent for immediate sale, which sale is likely
to occur when market conditions are not favourable
lf Subordinated Instruments are held by the operator of a Clearing System, then in respect of a Non-
Viability Trigger Event Date:
(a) provided a Clearing System Participant has provided the Issuer and, if appointed, the relevant
Sale and Transfer Agent with certain details relating to its holding of Ordinary Shares (such as
name, address and security account details) by the Clearing System Cut-Off Date (which will
be specified in the Pricing Supplement) the Clearing System Participant will be entitled to
receive the Ordinary Shares; or
(b) the Clearing System Participant will receive the proceeds of the sale of the Ordinary Shares
from one or more Sale and Transfer Agents,
in accordance with the Terms and Conditions of the Subordinated lnstruments. If a Clearing System
Participant fails to provide the required information, notifies the Issuer that it does not wish to receive
Ordinary Shares on or prior to the Clearing System Cut-off Date, or would be an Ineligible Holder, the
Clearing System Participant will not be entitled to receive Ordinary Shares and will instead receive the
proceeds of their sale (after deducting any applicable brokerage fees, stamp duty and other taxes
(including, without limitation, FATCA Withholding) and charges) by a Sale and Transfer Agent.
It is expected that all Subordinated Instruments will be held by one or more Clearing System
Participants (and will be held for so long as the Subordinated Instruments are represented by a
Temporary Global Instrument or Permanent Global Instrument).
In certain circumstances including, for example, where Subordinated lnstruments are held by an
Ineligible Holder or a Holder has notified the lssuer that it does not wish to receive Ordinary Shares on
Conversion, then, on a Non-Viability Trigger Event Date, such Holder's rights (including to payments
of interest and accrued interest and the repayment of the Outstanding Principal Amount and, where
Conversion is the primary method of loss absorption, to be issued with Ordinary Shares in respect of
such Subordinated Instruments) in relation to each Subordinated Instrument will be immediately and
irrevocably written off and terminated. The lssuer will in these circumstances issue the Conversion
Number of Ordinary Shares to one or more Sale and Transfer Agents to hold on trust for sale for the
benefit of the Holder.
An “Ineligible Holder” is:
 a Holder who is prohibited or restricted by any applicable law or regulation in force in Australia

38

from being offered, holding or acquiring Ordinary Shares. This would include, but is not limited
to, restrictions under Chapter 6 of the Corporations Act 2001, the Foreign Acquisitions and
Takeovers Act 1975 of Australia, the Financial Sector (Shareholdings) Act 1998 of Australia
and Part lV of the Competition and Consumer Act 2010 of Australia; or
 a Foreign Holder. A “Foreign Holder” is a Holder (a) whose place of residence is outside
Australia or (b) who the lssuer otherwise believes may not be a resident of Australia and, in
either case, the lssuer is not satisfied that the laws of both the Commonwealth of Australia
and the Holder’s country of residence would permit the unconditional offer to, or the
unconditional holding or acquisition of Ordinary Shares by, the Holder (although the lssuer is
not bound to enquire and any decision is in its sole discretion).
Where the Ordinary Shares are issued to one or more Sale and Transfer Agents, the Sale and Transfer
Agent will have no duty to seek a fair market price, or to engage in an arm’s length transaction in such
sale, and may not be able to sell the Ordinary Shares at all. In addition, market conditions are likely to
have deteriorated following the Non-Viability Trigger Event that caused the Conversion and their
market value may be significantly less than the value of the Subordinated Instruments.
To enable the Issuer to issue Ordinary Shares to a Holder on Conversion, Holders need to have
appropriate securities accounts in Australia for the receipt of Ordinary Shares and to provide to the
Issuer or, if appointed, the Sale and Transfer Agent, prior to the Clearing System Cut-Off Date specified
in the Pricing Supplement, their name and address and certain security holder account and other
details. Holders should understand that a failure to provide this information to the Issuer or, if appointed,
the Sale and Transfer Agent, by the Clearing System Cut-Off Date may result in the Issuer issuing the
Ordinary Shares to the Sale and Transfer Agent who will sell the Ordinary Shares and pay the net
proceeds to the Holders. In this situation, Holders will have no rights against the Issuer in relation to
the Conversion and will not be able to trade in any Ordinary Shares issued to the Sale and Transfer
Agent.
The Issuer may fail to pay principal, interest or other amounts and there are limited remedies
available for an Event of Default
There is a risk that the Issuer may default on payment of some or all of the principal, interest or other
amounts payable on the Subordinated Instruments. If the Issuer does not pay some or all of the
principal, interest or other amounts payable on the Subordinated Instruments, Holders may lose some
or all of the money invested in Subordinated Instruments.
The remedies available to Holders in the event of non-payment are limited. Failure to pay because the
Solvency Condition is not satisfied is not an Event of Default.
If an amount is not paid in circumstances where the Solvency Condition has been satisfied, that is an
Event of Default and the Holder may institute proceedings:
 to recover any amount then due and payable but unpaid on its Subordinated Instrument
(subject to the Issuer being able to make the payment and remain Solvent);
 to obtain an order for specific performance of any other obligation in respect of its
Subordinated Instrument; or

39

 for a winding-up of the Issuer in Australia.
There is a risk that the entire amount owed may not be recovered even if the Holder institutes
proceedings against the Issuer. Further, although the Terms and Conditions may specify certain
remedies (for example, seeking an order for the winding-up of the Issuer in Australia), the grant of
those remedies may be in the discretion of a court and, as such, may not be granted.
A Holder will have no right to accelerate payment or exercise any other remedies (including any right
to sue for damages) as a consequence of any default other than as specifically described above. In
the event of a Winding-Up in Australia (but not in any other jurisdiction), the Subordinated Instruments
of the relevant series will become immediately due and payable (unless they have already been
Converted or Written-off). This will be the only circumstance in which payment of principal on the
Subordinated Instruments of the relevant series may be accelerated.
Ranking of the Subordinated Instruments
The Subordinated Instruments are unsecured, subordinated obligations of the Issuer.
In the event of a Winding-Up, if the Subordinated Instruments are still on issue and have not been
redeemed early, or, following a Non-Viability Trigger Event, Converted or Written-off, they rank for
payment:
 ahead of Ordinary Shares and other Junior Ranking Capital Instruments;
 equally among themselves and with other Equal Ranking Instruments; and
 behind Senior Creditors (including depositors and all holders of the Issuer’s senior or less
subordinated debt).
As the Subordinated Instruments rank after Senior Creditors, there is a risk that in a Winding-Up, there
will be insufficient funds to provide any return to Holders.
If, in a Winding-Up, the Subordinated Instruments of any series are still on issue and have not been
redeemed early, or, following a Non-Viability Trigger Event, Converted or Written-off, Holders will only
be entitled to prove for any sums payable in respect of their Subordinated Instruments as a debt which
is subject to prior payment in full of Senior Creditors. However, it is unlikely a Winding-Up will occur
without a Non-Viability Trigger Event having occurred first and the Subordinated Instruments being
Converted or Written-off. In that event:
 if the Subordinated Instruments have been Converted, Holders will hold Ordinary Shares and
rank equally with existing holders of Ordinary Shares in a Winding-Up; and
 if, following a Non-Viability Trigger Event, Conversion does not occur for any reason (for
example, due to applicable laws, order of a court or action of any government authority) within
5 ASX Business Days following the Non-Viability Trigger Event Date, or if Write-off is specified
in the Pricing Supplement as being the primary method of loss absorption, then the
Subordinated Instruments (or a percentage of the Outstanding Principal Amount) will be
Written-off and the Holders’ rights and claims in relation to such Subordinated Instruments
(including to payments of interest and accrued interest, and the repayment of the Outstanding

40

Principal Amount and, where Conversion is the primary method of loss absorption, to be
issued with the Conversion Number of Ordinary Shares in respect of such Subordinated
Instruments), are immediately and irrevocably written-off and terminated with effect on and
from the Non-Viability Trigger Event Date.
In such an event, a Holder’s investment in the Subordinated Instruments will lose all or some of its
value and such Holder will not receive any compensation.
Exposure to the Issuer’s financial performance and position and changes to the Issuer’s ratings
An investment in Subordinated Instruments is an investment in the Issuer and may be affected by the
ongoing performance and financial position of the Issuer, or changes to the credit ratings assigned to
the Issuer by rating agencies.
As a result, if the Issuer’s financial performance or position declines or the credit ratings assigned to it
change, or if market participants anticipate such a decline or change, an investment in the
Subordinated Instruments could decline in value even if the Subordinated Instruments have not been
Converted.
See the section entitled “Failure to maintain credit ratings could adversely affect Westpac’s cost of
funds, liquidity, competitive position and access to capital markets” for further information regarding
the potential impact of failing to maintain credit ratings assigned to the Issuer by rating agencies.
The Ordinary Share price used to calculate the Conversion Number of Ordinary Shares may be
different to the market price of Ordinary Shares at the time of Conversion
The number of Ordinary Shares issued to Holders upon Conversion will generally depend on the VWAP
of Ordinary Shares over the 5 ASX Business Days on which trading in Ordinary Shares took place
immediately preceding but not including the Non-Viability Trigger Event Date, and is subject to the
Maximum Conversion Number. Accordingly, the Ordinary Share price used to calculate the Conversion
Number of Ordinary Shares may be different to the market price of Ordinary Shares at the time of
Conversion so that the value of Ordinary Shares received may be less than the value of those Ordinary
Shares based on the Ordinary Share price on the Non-Viability Trigger Event Date.
Holders cannot request redemption or Conversion of Subordinated Instruments
Holders have no right to request redemption or Conversion of the Subordinated Instruments at any
time. Therefore, prior to the Maturity Date, unless the Issuer has the right to and elects to redeem the
Subordinated Instruments early (redemption is subject to APRA’s prior written approval, which may or
may not be given), in order to realise an investment, a Holder would need to sell its Subordinated
Instruments at the prevailing market price. Depending on market conditions at the time, the
Subordinated Instruments may be trading at a market price below the issue price and/or the market for
the Subordinated Instruments may not be liquid. The Issuer does not guarantee that Holders will be
able to sell each Subordinated Instrument at an acceptable price or at all.
Redemption at the Issuer’s option or for tax or regulatory reasons
Where the Pricing Supplement specifies “Early redemption at the option of the Issuer” as being
applicable, the Subordinated Instruments may (subject to APRA’s prior written approval, which may or

41

may not be given) be redeemed at the Issuer’s option in certain circumstances (but not earlier than the
fifth anniversary of the Issue Date). Where the Pricing Supplement specifies “Early redemption for
adverse tax events” or “Early redemption for regulatory events” as being applicable, the Issuer may
(subject to APRA’s prior written approval, which may or may not be given) redeem the Subordinated
Instruments following the occurrence of an Adverse Tax Event or Regulatory Event, provided that the
Issuer has obtained, in the case of an Adverse Tax Event, a supporting opinion of legal or tax advisers
of recognised standing in Australia or, in the case of a Regulatory Event, a supporting opinion of
advisers of recognised standing in Australia or confirmation from APRA that a Regulatory Event has
occurred.
An Adverse Tax Event will occur if the Issuer determines that as a result of any amendment to,
clarification of or change in Tax Legislation which has been or will be effected or any Administrative
Action under or in connection with Tax Legislation or any amendment to, clarification of, or change in,
any such Administrative Action, being in each case by a legislative body, court, government authority
or regulatory body on or after the relevant Issue Date (but which the Issuer did not expect at the Issue
Date):
 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 Instruments;
 the Issuer determines that any interest payable on the Subordinated Instruments is not, or
may not be, allowed as a deduction for the purposes of Australian income tax; or
 the Issuer has or will become obliged to pay Additional Amounts in accordance with the Terms
and Conditions of the Subordinated Instruments.
A Regulatory Event will occur if:
 as a result of any amendment to, clarification of or change (including any announcement of a
change that will be introduced) in any law or regulation of the Commonwealth of Australia or
the Prudential Standards or any official administrative pronouncement or action or judicial
decision interpreting or applying such law, regulation or Prudential Standards, which
amendment, clarification or change is effective, or pronouncement, action or decision is
announced, on or after the Issue Date; or
 written confirmation is received from APRA after the Issue Date that,
the Issuer is not or will not be entitled to treat all of the Subordinated Instruments of a Series as Tier 2
Capital in whole, provided that, in each case, the Issuer did not expect at the Issue Date that the matter
giving rise to the Regulatory Event would occur.
There can be no certainty that APRA will provide its prior written approval for any redemption prior to
the Maturity Date. Redemption is also subject to the Solvency Condition having been satisfied and to
the Issuer having replaced, or concurrently with redemption replacing, the Subordinated Instruments
with a capital instrument which is of the same or better quality than the Subordinated Instruments and
the replacement is done under conditions that are sustainable for the Issuer’s income capacity (or
confirmation from APRA that it does not have to replace the Subordinated Instruments).
If redemption occurs on a date not previously contemplated, it may be disadvantageous in light of

42

market conditions or Holders’ individual circumstances. The possibility of redemption means that the
period for which Holders will be entitled to the benefit of the rights attaching to the Subordinated
Instruments is unknown.
Where cash is received on redemption, the rate of return at which a Holder could re-invest such funds
may be lower than the return received on the Subordinated Instruments. Further, upon redemption a
Holder will receive the Outstanding Principal Amount of the Subordinated Instruments which may be
less than their market value immediately prior to redemption.
Changes to the capital adequacy framework in Australia
Any fall in the Issuer's Common Equity Tier 1 Capital Ratio as a result of changes to APRA's capital
adequacy framework may adversely impact the market price of the Subordinated Instruments or
potentially increase the chance at a later date that Conversion of Subordinated Instruments takes place
due to the occurrence of a Non-Viability Trigger Event (a Non-Viability Trigger Event will occur where
APRA notifies the Issuer in writing that it believes Conversion or Write-off of some or all of the
Subordinated Instruments (or conversion, write-off or write-down of some or all Relevant Securities) or
a public sector injection of capital, or equivalent support, is necessary because, without it, the Issuer
would become non-viable).
U.S. Foreign Account Tax Compliance Act (“FATCA”)
Legislation incorporating provisions referred to as FATCA was passed in the United States on 18 March
2010. This description is based on guidance issued to date by the U.S. Department of Treasury,
including final regulations. Future guidance may affect the application of FATCA to the Subordinated
Instruments and the Ordinary Shares.
It is possible that, in order to comply with FATCA, the Issuer (or, if the Subordinated Instruments or the
Ordinary Shares are held through another financial institution, such other financial institution) may be
required (pursuant to an agreement entered into with the United States or under applicable law
(including pursuant to the terms of any applicable intergovernmental agreement entered into between
the United States and any other jurisdiction)) (i) to request certain information from the Holders or
beneficial owners of the Subordinated Instruments or the Ordinary Shares, which information may be
provided to the U.S. Internal Revenue Service (“IRS”), and (ii) to withhold U.S. tax on any portion of
any payment with respect to the Subordinated Instruments or with respect to the Ordinary Shares upon
any Conversion treated as a foreign passthru payment made two years or more after the date on which
the final regulations that define “foreign passthru payments” are published if such information is not
provided or if payments are made to certain foreign financial institutions that have not entered into a
similar agreement with the United States (and are not otherwise required to comply with the FATCA
regime under applicable law (including pursuant to the terms of any applicable intergovernmental
agreement entered into between the United States and any other jurisdiction)).
If the Issuer or any other person is required to withhold or deduct amounts arising under or in
connection with FATCA from any payments made with respect to the Subordinated Instruments, with
respect to the issuance of any Ordinary Shares upon any Conversion or with respect to the Ordinary
Shares, the Holders and beneficial owners of the Subordinated Instruments, and holders and beneficial
owners of Ordinary Shares issued upon any Conversion, will not be entitled to receive any gross up or
other additional amounts under Condition 10 (Taxation) of the Subordinated Instruments, or otherwise,
on account of any such withholding or deduction. FATCA is complex and its application to the

43

Subordinated Instruments, any Conversion and the Ordinary Shares remains uncertain. Prospective
investors are advised to consult their own tax advisors as to the application of FATCA to the
Subordinated Instruments, any Conversion and the Ordinary Shares.
Future issues of securities by the Issuer
The Issuer and members of the Westpac Group may, at their absolute discretion, issue securities in
the future that:
 rank for payment of principal or interest (including in the Winding-Up of the Issuer or another
member of the Westpac Group) equally with, behind or ahead of the Subordinated
Instruments;
 have the same or different maturities as the Subordinated Instruments;
 have the same or different dividend, interest or distribution rates as the Subordinated
Instruments; or
 have the same or different terms and conditions as the Subordinated Instruments.
The Issuer may incur further indebtedness and may issue further securities including further Tier 2
Capital securities. The Terms and Conditions do not require the Issuer to refrain from certain business
changes or require the Issuer to operate within certain ratio limits.
An investment in Subordinated Instruments carries no right to participate in any future issue of
securities (whether equity, hybrid, debt or otherwise) by any member of the Westpac Group.
No prediction can be made as to the effect, if any, such future issues of securities by an entity in the
Westpac Group may have on the market price or liquidity of Subordinated Instruments.
The Terms and Conditions provide only limited protection against significant events that could
adversely impact your investment in the Subordinated Instruments
The Terms and Conditions do not:
• require the Westpac Group to maintain any financial ratios or specific levels of net worth,
revenues, income, cash flow or liquidity;
• restrict the Westpac Group’s subsidiaries’ ability to issue securities or otherwise incur
indebtedness or other obligations that would be senior to the Issuer’s equity interests in its
subsidiaries and therefore rank effectively senior to the Subordinated Instruments with respect
to the assets of the Issuer’s subsidiaries;
• restrict the Westpac Group’s ability to repurchase or prepay any other of its securities or other
indebtedness; or
• restrict the Westpac Group’s ability to make investments or to repurchase, or pay dividends
or make other payments in respect of Ordinary Shares or other securities ranking junior to the
Subordinated Instruments.

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As a result of the foregoing, when evaluating the terms of the Subordinated Instruments, potential
investors should be aware that the Terms and Conditions do not restrict the Issuer or the Westpac
Group’s ability to engage in, or to otherwise be a party to, a variety of corporate transactions,
circumstances and events that could have an adverse impact on an investment in the Subordinated
Instruments.
Amendment of the Terms and Conditions of Subordinated Instruments
The Issuer may, with the consent of the Fiscal Agent and provided it obtains APRA's prior written
approval where the amendment may affect the eligibility of any Subordinated Instrument as Tier 2
Capital, amend the Terms and Conditions for any Subordinated Instrument, the relevant Pricing
Supplement and the Deed of Covenant (each insofar as they may apply to such Subordinated
Instruments) without the approval of Holders, provided the Issuer is of the opinion that the amendment
is for the purposes of correcting a manifest or proven error. Except for the amendments necessary to
effect the substitution of an Approved Successor (see below), no other amendments are permitted
without the sanction of an Extraordinary Resolution.
Amendments under these powers are binding on all Holders despite the fact that a Holder may not
agree with the amendment.
APRA's prior written approval to amend the Terms and Conditions is always required where the
amendment may affect the eligibility of the Subordinated Instruments as Tier 2 Capital.
Successor holding company
Where the Issuer is replaced as the ultimate holding company of the Westpac Group by an Approved
Successor and certain other conditions are satisfied, the Issuer may be allowed to make amendments
(provided APRA's prior written approval is obtained) to substitute the Approved Successor as the
debtor in respect of the Subordinated Instruments and the issuer of the ordinary shares issued on
Conversion and to make certain other amendments to the Terms and Conditions. Accordingly, potential
investors should be aware that, if:
 the Issuer is replaced by an Approved Successor as the ultimate holding company of the
Westpac Group; and
 a substitution of the Approved Successor as the debtor in respect of the Subordinated
Instruments and the issuer of the ordinary shares on Conversion is effected under the Terms
and Conditions,
Holders will be obliged to accept Approved Successor Shares and will not receive Ordinary Shares if
Conversion occurs after the replacement of the Issuer with an Approved Successor.
Potential investors should also be aware that Holders may not have a right to vote on any proposal to
approve, implement or give effect to the establishment of an Approved Successor.
The Issuer has not made a decision to substitute an Approved Successor as the ultimate holding
company of the Westpac Group.
Where the Issuer transfers its assets to an Approved Successor, the Issuer may as a result have

45

reduced assets which may affect its credit rating and the likelihood Holders will receive their claims in
full in a Winding-Up.
No rights if control of the Issuer is acquired
If a person other than an Approved Successor acquires control of the Issuer, the Terms and Conditions
do not provide any right or remedy for the Holders on account of such an acquisition occurring. Further,
such an acquisition of the Issuer may result in the Issuer’s Ordinary Shares no longer being quoted on
ASX.
If, after such an acquisition has occurred, a Non-Viability Trigger Event occurs, the number of Ordinary
Shares issued on Conversion will reflect the VWAP for the period of 5 ASX Business Days on which
the Ordinary Shares were last traded on ASX. The period of 5 ASX Business Days may be well before
the Non-Viability Trigger Event and, accordingly, the value of the Conversion Number of Ordinary
Shares when issued may be very different from the value based on that VWAP. This may adversely
affect the value of the Ordinary Shares which are issued to Holders upon Conversion and such
Ordinary Shares may not be freely tradeable.
The exercise of administrative powers by APRA or other regulatory authorities that supervise
the Issuer may result in adverse consequences to the Holders
The exercise of administrative powers by APRA or other regulatory authorities that supervise the Issuer
may result in adverse consequences to the Holders. In particular, under the Banking Act, for the
purpose of protecting depositors and maintaining the stability of the Australian financial system, APRA
has administrative power, among other things, to issue a direction to the Westpac Group regarding the
conduct of its business, including prohibiting making payments with respect to its debt obligations
(including the Subordinated Instruments), and, if it becomes unable to meet its obligations or suspends
payment (and in certain other limited circumstances), to appoint a ‘Banking Act statutory manager’’ to
take control of its business.
The Banking Act was recently amended to enhance APRA’s powers to facilitate resolution of the
entities it regulates (and their subsidiaries). Additional powers which have been given to APRA and
which impact Westpac include greater oversight, management and directions powers in relation to
Westpac Group entities which were previously not regulated by APRA, increased statutory
management powers over certain other entities within the Westpac Group and changes which are
designed to give statutory recognition to the conversion or write-off of regulatory capital instruments.
Insolvency and similar proceedings are likely to be governed by Australian law
In the event that the Issuer becomes insolvent, insolvency proceedings are likely to be governed by
Australian law. Australian insolvency laws are different from the insolvency laws of certain other
jurisdictions, including the United States and the United Kingdom. In particular, the voluntary
administration procedure under the Corporations Act 2001, which provides for the potential re-
organisation of an insolvent company, is different from Chapter 11 under the U.S. Bankruptcy Code,
the voluntarily administration procedure under the United Kingdom Insolvency Act 1986 and may differ
from similar provisions under the insolvency laws of other non-Australian jurisdictions.
In addition, to the extent that the Holders of the Subordinated Instruments are entitled to any recovery
with respect to the Subordinated Instruments in any bankruptcy or certain other events in bankruptcy,

46

insolvency, dissolution or reorganization relating to the Issuer, those Holders might not be entitled in
such proceedings to a recovery in a currency other than Australian dollars.
Benchmarks, such as LIBOR, may be terminated or altered
In a speech on 27 July 2017, Andrew Bailey, the Chief Executive of the FCA, announced the FCA’s
intention to cease sustaining the LIBOR from the end of 2021. The FCA has statutory powers to compel
panel banks to contribute to LIBOR where necessary. However, the FCA has decided not to ask, or to
require, that panel banks continue to submit contributions to LIBOR beyond the end of 2021. The FCA
has indicated that the current panel banks will voluntarily sustain LIBOR until the end of 2021. The
FCA’s intention is that after 2021, it will no longer be necessary for the FCA to persuade, or to compel,
banks to submit to LIBOR. The FCA does not intend to sustain LIBOR through using its influence or
legal powers beyond that date. It is possible that the LIBOR administrator, ICE Benchmark
Administration, and the panel banks could continue to produce LIBOR on the current basis after 2021,
if they are willing and able to do so. However, the survival of LIBOR in its current form, or at all, is not
guaranteed after 2021. The potential elimination of LIBOR or changes to the manner in which LIBOR
is administrated could lead to unanticipated consequences in respect of any Subordinated Instruments
bearing an Interest Rate (as defined in the Terms and Conditions) which is, or contains a component
which is, linked to LIBOR.
More broadly, any of the international or national reforms, or the general increased regulatory scrutiny
of interest rates and indices which are deemed to be “benchmarks” (including the application of
Regulation (EU) 2016/1011, which has applied from 1 January 2018), could increase the costs and
risks of administering or otherwise participating in the setting of a benchmark and complying with any
such regulations. This may have the effect of discouraging market participants from continuing to
administer or contribute to the benchmark, trigger changes in the rules or methodologies used to
calculate or determine the benchmark, or lead to the disappearance of the benchmark. Any such
events could adversely affect the value of or return on such Subordinated Instruments.
In particular, investors should be aware that if LIBOR, or any other benchmark, were discontinued or
otherwise unavailable, the interest rate on Floating Rate Subordinated Instruments which are linked to
such benchmarks or the interest rate on Fixed Rate Subordinated Notes which are reset by reference
to a mid-swap rate linked to such benchmarks will be determined for the relevant period by the fall-
back provisions under Condition 7 (Interest) of the Terms and Conditions of the Subordinated
Instruments. These fallback arrangements may require or result in adjustments to the interest
calculation provisions of the Terms and Conditions of the Subordinated Instruments.
In certain situations, including the relevant benchmark ceasing to be administered or being
discontinued or otherwise unavailable, the fallback arrangements referenced in the preceding
paragraph will include the possibility that:
(A) the relevant interest rate (or, as applicable, component thereof) could be set or, as the case
may be, determined by reference to a successor rate or an alternative rate (as applicable)
determined by an Independent Adviser (as defined in the Terms and Conditions of the
Subordinated Instruments) or, if the Issuer is unable to appoint an Independent Adviser or the
Independent Adviser appointed by the Issuer fails to make such determination, the Issuer; and
(B) such successor rate or alternative rate (as applicable) may be adjusted (if required) by the
relevant Independent Adviser or the Issuer (as applicable) in order to reduce or eliminate, to

47

the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
applicable) to investors as a result of the replacement of the relevant benchmark, with the
Independent Adviser or Issuer (as applicable) acting in good faith and in a commercially
reasonable manner, as more fully described in the Terms and Conditions of the Subordinated
Instruments.
No consent of the Holders shall be required in connection with effecting any successor rate or
alternative rate (as applicable). In addition, no consent of the Holders shall be required in connection
with any other related adjustments and/or amendments to the Terms and Conditions of the
Subordinated Instruments (or any other document) which are made in order to effect any successor
rate or alternative rate (as applicable).
The Issuer will need to obtain the prior written approval of APRA, which may or may not be given,
before any successor rate or alternative rate (as applicable), or any adjustment spread, may be
effected.
In certain circumstances, the ultimate fallback for a particular Interest Accrual Period (as defined in the
Terms and Conditions of the Subordinated Instruments), including where no successor rate or
alternative rate (as applicable) is determined or where a successor rate or alternative rate (or the
application of any adjustment spread) has been determined but has not been approved by APRA, may
be that the interest rate for the last preceding Interest Accrual Period is used for the following Interest
Accrual Period. This may result in the effective application of a fixed rate for any Floating Rate
Subordinated Instruments, and any Fixed Rate Subordinated Instruments for which the interest rate
was due to be reset, being the Interest Rate which was applicable as at the last preceding Interest
Determination Date or as at the last preceding reset date (as applicable), or, if none, at the Interest
Commencement Date. In addition, due to the uncertainty concerning the availability of successor rates
and alternative rates and the involvement of an Independent Adviser, as well as the requirement for
prior written approval of APRA, the relevant fallback provisions may not operate as intended at the
relevant time.
Any such consequences could have a material adverse effect on the value of and return on any affected
Subordinated Instruments. Moreover, any of the above matters or any other significant change to the
setting or existence of any relevant rate could affect the ability of the Issuer to meet its obligations
under the relevant Subordinated Instruments or could have a material adverse effect on the value or
liquidity of, and the amount payable under, such Subordinated Instruments. Prospective investors
should note that, in the case of affected Subordinated Instruments, the relevant Independent Adviser
or the Issuer (as applicable) will, subject to the prior written approval of APRA, have discretion to adjust
the relevant successor rate or alternative rate (as applicable) in the circumstances described above.
Any such adjustment could have unexpected commercial consequences and there can be no
assurance that, due to the particular circumstances of each Holder, any such adjustment will be
favourable to each Holder.
The market continues to develop in relation to SONIA as a reference rate for Floating Rate
Subordinated Instruments
Investors should be aware that the market continues to develop in relation to SONIA as a reference
rate in the capital markets and its adoption as an alternative to Sterling LIBOR. In particular, market
participants and relevant working groups are exploring alternative reference rates based on SONIA,
including term SONIA reference rates (which seek to measure the market’s forward expectation of an

48

average SONIA rate over a designated term). The market or a significant part thereof may adopt an
application of SONIA that differs significantly from that set out in the terms and conditions of the
Subordinated Instruments and used in relation to Floating Rate Subordinated Instruments that
reference a SONIA rate issued under this Information Memorandum. Furthermore, the Issuer may in
future issue Floating Rate Subordinated Instruments referencing a SONIA rate but that differ in terms
of interest determination when compared with any previous SONIA-referenced Floating Rate
Subordinated Instruments, due to the continued development of SONIA rates and market terms over
time. This could result in reduced liquidity or could otherwise affect the market price of any Floating
Rate Subordinated Instruments referencing a SONIA rate which are issued by the Issuer from time to
time.
Further, interest on Floating Rate Subordinated Instruments which reference a SONIA rate is only
capable of being determined at the end of the relevant Observation Period (as defined in the Terms
and Conditions of the Subordinated Instruments) and immediately prior to the relevant Interest
Payment Date (as defined in the Terms and Conditions of the Subordinated Instruments). It may be
difficult for investors in Floating Rate Subordinated Instruments that reference a SONIA rate to reliably
estimate the amount of interest that will be payable on such Floating Rate Subordinated Instruments,
and some investors may be unable or unwilling to trade such Floating Rate Subordinated Instruments
without changes to their IT systems, both of which are factors which could adversely impact the liquidity
of such Floating Rate Subordinated Instruments. Further, if the Floating Rate Subordinated Instruments
become due and payable under Condition 11 of the Terms and Conditions of the Subordinated
Instruments, the rate of interest payable shall be determined on the date the Floating Rate
Subordinated Instruments become due and payable and shall not be reset after.
The manner of adoption or application of SONIA reference rates in the capital markets may differ
materially compared with that in other markets, such as the derivatives and loan markets. Investors
should consider how any such mismatch between the manner of adoption of SONIA reference rates
across these markets could impact any hedging or other financial arrangements which they may put
in place in connection with any purchase, holding or disposal of Floating Rate Subordinated
Instruments which reference a SONIA rate.
Investors should consider these matters when making their investment decision with respect to any
such Floating Rate Subordinated Instruments.
Risks related to CNY Subordinated Instruments
There are certain special risks associated with investing in any CNY Subordinated Instruments. The
Issuer believes that the factors described below represent the principal risks inherent in investing in
CNY Subordinated Instruments issued, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with CNY Subordinated Instruments may occur for other reasons and the
Issuer does not represent that the statements below regarding the risks of holding CNY Subordinated
Instruments are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Information Memorandum and reach their own views prior to making any investment
decision.
The Renminbi is not freely convertible and there are significant restrictions on remittance of
Renminbi into and outside the People’s Republic of China (the “PRC”)
The Renminbi is not freely convertible at present. The PRC government continues to regulate

49

conversion between the Renminbi and foreign currencies, despite the significant reduction over the
years by the PRC government of control over trade transactions involving import and export of goods
and services as well as other routine foreign exchange transactions under current accounts.
Remittance of Renminbi by foreign investors into the PRC for the purposes of capital account items,
such as capital contributions, is generally only permitted upon obtaining specific approvals from, or
completing specific registrations or filings with, the relevant authorities and designated foreign
exchange banks on a case-by-case basis and is subject to a strict monitoring system. Regulations in
the PRC on the remittance of Renminbi into the PRC for settlement of capital account items are
developing gradually.
On 25 February 2011, the Ministry of Commerce of the PRC (the “MOFCOM”) promulgated the Circular
on Issues concerning Foreign Investment Management (the “MOFCOM Circular”). The MOFCOM
Circular states that if a foreign investor intends to make investments in the PRC (whether by way of
establishing a new enterprise, increasing the registered capital of an existing enterprise, acquiring an
onshore enterprise or providing loan facilities) with Renminbi that it has generated from cross-border
trade settlement or that is lawfully obtained by it outside the PRC, MOFCOM’s prior written consent is
required. In April 2011, the State Administration of Foreign Exchange (“SAFE”) promulgated the
Circular on Issues Concerning the Capital Account Items in connection with Cross-Border Renminbi,
which provides that borrowing by an onshore entity of Renminbi loans from an offshore entity shall in
principle follow the current regulations on borrowing foreign debts. On 3 June 2011, the People’s Bank
of China (the “PBOC”) issued the Notice on Clarification of Issues regarding Cross-border Renminbi
Activities (the “PBOC Notice”), which provides that the pilot programme of foreign direct investment in
Renminbi will be launched on a case by case basis, and approval by the PBOC is required for foreign
direct investment in Renminbi. For industries under restrictions or strictly regulated by the PRC
government, foreign direct investment in Renminbi is prohibited.
On 13 October 2011, the PBOC issued the Measures on Administration of the Renminbi Settlement in
relation to Foreign Direct Investment (the “PBOC Renminbi FDI Measures”), to implement the
PBOC’s detailed Renminbi foreign direct investments (“Renminbi FDI”) administration system, which
covers almost all aspects of Renminbi FDI, including capital injection, payment of purchase price in
the acquisition of PRC domestic enterprises, repatriation of dividends and distribution, as well as
Renminbi denominated cross-border loans.
On 14 June 2012, the PBOC issued a circular setting out the operational guidelines for Renminbi FDI.
Under the PBOC Renminbi FDI Measures, special approval from the PBOC for Renminbi FDI and
shareholder loans which was previously required by the PBOC Notice is no longer necessary. In some
cases, however, post-event filing with the PBOC is still necessary. The PBOC Renminbi FDI Measures
also provide, among other matters, that (i) foreign invested enterprises are required to register with the
local branch of the PBOC within ten working days after obtaining the business licenses for the purpose
of Renminbi settlement, and (ii) a foreign investor is allowed to open Renminbi special accounts for
designated uses in relation to making equity investments in a PRC enterprise or receiving Renminbi
proceeds from distribution (dividends or otherwise) by its PRC subsidiaries. The PBOC Renminbi FDI
Measures further state that the foreign debt quota of a foreign invested enterprise constitutes its
Renminbi debt and foreign currency debt from its offshore shareholders, offshore affiliates and offshore
financial institutions. In addition, a foreign invested enterprise may open a Renminbi account to receive
its Renminbi proceeds borrowed offshore by submitting the loan contract denominated in Renminbi to
its relevant commercial bank and make repayments of principal and interest on such debt in Renminbi
by submitting certain required documents to that commercial bank.

50

On 19 November 2012, the SAFE promulgated the Circular on Further Improving and Adjusting the
Foreign Exchange Administration Policies on Direct Investment (the “SAFE Circular on DI”), which
became effective on 17 December 2012. According to the SAFE Circular on DI, in order to promote
investment, the SAFE removes or amends certain administrative licensing items with regard to foreign
exchange administration over direct investments, including, but not limited to, the abrogation of SAFE
approval for opening of and payment into foreign exchange accounts under direct investment accounts,
the abrogation of SAFE approval for reinvestment of legal income of foreign investors generated within
the PRC, the simplification of the administration of foreign exchange reinvestments by foreign
investment companies, and the abrogation of SAFE approval for purchase and external payment of
foreign exchange under direct investment accounts.
On 10 May 2013, the SAFE promulgated the Provisions on the Foreign Exchange Administration of
Domestic Direct Investment by Foreign Investors (the “SAFE Provisions”), which became effective on
13 May 2013. The SAFE Provisions removed previous approval requirements for foreign investors
and foreign invested enterprises in opening of, and capital injections into, foreign exchange accounts,
although registration for foreign exchange (including cross-border Renminbi) administration is still
required.
On 5 July 2013, PBOC promulgated the Notice on Simplifying the Procedures of Cross-border
Renminbi Business and Improving Relevant Policies (the “PBOC 2013 Notice”), which simplifies the
operating procedures on current account cross-border Renminbi settlement and sets out policies with
respect to issuance of offshore Renminbi bonds by onshore non-financial institutions. The intention
behind the PBOC 2013 Notice is to improve the efficiency of cross-border Renminbi settlement and
facilitate the use of cross-border Renminbi settlement by banks and enterprises.
On 23 September 2013, the PBOC further issued the Circular on the Relevant Issues on Renminbi
Settlement of Investment in Onshore Financial Institutions by Foreign Investors (the “PBOC 2013
Circular”), which provides further details for using Renminbi to invest in a financial institution domiciled
in the PRC.
On 3 December 2013, MOFCOM promulgated the Circular on Issues in relation to Cross-border
Renminbi Foreign Direct Investment (“MOFCOM Renminbi FDI Circular”), which became effective on
1 January 2014, to further facilitate Renminbi FDI by simplifying and streamlining the applicable
regulatory framework. The MOFCOM Renminbi FDI Circular provides that if a foreign investor intends
to make Renminbi FDI in the PRC with Renminbi that it has generated from legal activities, including
setting up new enterprises, increase of capital contribution, acquisition of domestic enterprises, such
Renminbi FDI shall be approved by competent authorities in accordance with relevant regulations on
foreign investment. However, pursuant to the MOFCOM Renminbi FDI Circular, the appropriate office
of MOFCOM and/or its local counterparts will grant written approval for each Renminbi FDI and specify
“Renminbi Foreign Direct Investment” and the amount of capital contribution in the approval. Unlike
previous MOFCOM regulations on Renminbi FDI, the MOFCOM Renminbi FDI Circular removes the
approval requirement for foreign investors who intend to change the currency of its existing capital
contribution from a foreign currency to Renminbi. In addition, the MOFCOM Renminbi FDI Circular
also clearly prohibits the Renminbi FDI funds from being used for any investment in securities and
financial derivatives (except for investment in the PRC listed companies as strategic investors) or for
entrustment loans in the PRC.
On 13 February 2015, the SAFE promulgated the Notice on Further Simplifying and Improving Foreign
Exchange Administration Policy of Direct Investment (Hui Fa (2015) No. 13) (the “2015 SAFE Notice”),

51

which became effective on 1 June 2015. Under the 2015 SAFE Notice, the SAFE delegates the
authority for approval/registration of foreign currency (including cross-border Renminbi) related matters
for direct investment (internal and external) to designated foreign exchange banks.
On 30 March 2015, the SAFE promulgated the Circular on Reforming Foreign Exchange Capital
Settlement for Foreign Invested Enterprises (the “2015 SAFE Circular”), which became effective on
and from 1 June 2015. The 2015 SAFE Circular allows foreign-invested enterprises to settle 100 per
cent. (tentative) of the foreign currency capital (that has been processed through SAFE’s equity interest
confirmation proceedings for capital contribution in cash or registered by a bank on SAFE’s system for
account-crediting for such capital contribution) into Renminbi according to their actual operational
needs, although SAFE reserves its authority to reduce the proportion of foreign currency capital that
can be settled in such manner in the future. The 2015 SAFE Circular continues to require that capital
contributions should be applied within the business scope of a foreign-invested enterprise for purposes
that are legitimate and for that foreign-invested enterprise’s own operations; with respect to the
Renminbi proceeds obtained through the aforementioned settlement procedure, the 2015 SAFE
Circular prohibits such proceeds from being applied outside the business scope of the foreign-invested
enterprise or for any purposes prohibited by law, or applied (i) directly or indirectly to securities
investments (unless otherwise permitted in law), (ii) directly or indirectly to granting entrusted loans or
repaying inter-company lending (including advance payment made by third parties) or bank loans that
have been on lent to third parties, or (iii) purchasing non-self-use real estate (unless it is a real estate
company). In addition, the 2015 SAFE Circular allows foreign-invested investment companies, foreign-
invested venture capital firms and foreign-invested equity investment companies to make equity
investment through Renminbi funds to be settled, or those already settled, from their foreign currency
capital by transferring such settled Renminbi funds into accounts of invested enterprises, according to
the actual investment scale of the proposed equity investment projects.
On 5 June 2015, the PBOC promulgated an order to revise certain existing PBOC regulations, to reflect
the reform to a new registered capital system of PRC-incorporated companies under the PRC
Company Law effective as of 1 March 2014 (the “PBOC Order”). Among other things, the PBOC
confirmed in the PBOC Order that capital verification of a foreign-invested enterprise under article 10
of the PBOC Renminbi FDI Measures is no longer a mandatory procedure before the establishment,
and the requirement under the PBOC Renminbi FDI Notice that a foreign-invested enterprise is not
allowed to borrow offshore RMB funds until its registered capital is paid up in full and as scheduled is
also abolished.
On 26 April 2016, the SAFE promulgated the Notice on Further Promoting Trade and Investment
Facilitation and Improving Authenticity Review (the “2016 SAFE Notice”) to streamline the reviewing
process of the foreign exchange administration to prevent the risks of cross-border capital flows. First,
the 2016 SAFE Notice stretches the lower limit of the composite foreign exchange settlement and sale
position of banks. Second, the 2016 SAFE Notice makes more delivery methods available for forward
foreign exchange settlement, where banks may select the method of gross settlement or balance
settlement for delivery upon maturity when handling forward foreign exchange settlement for
institutional clients. Furthermore, the policies on the administration over foreign exchange settlement
of foreign debts applicable to Chinese-funded and foreign-invested enterprises are unified under the
2016 SAFE Notice; the foreign debts borrowed by Chinese-funded non-financial enterprises may be
settled for use pursuant to the prevailing regulations on foreign debt applicable to foreign-invested
enterprises. The 2016 SAFE Notice also emphasises standardisation of the administration over the
outbound remittance of profits in foreign currency from direct investment, and banks, when handling
the remittance of profits exceeding the equivalent of USD 50,000 abroad for a domestic institution, are

52

required to examine the profit distribution resolution of the board of directors (or the profit distribution
resolution of all investors) that is related to this remittance of profits abroad, the original of its tax record-
filing form and the financial statements as proof of the profits involved in this remittance according to
the principle of transaction authenticity.
On 9 June 2016, the SAFE promulgated another Circular on Reforming and Standardising the
Administrative Provisions on Capital Account Foreign Exchange Settlement (the “2016 SAFE
Circular”), which became effective on the date of issuance. The 2016 SAFE Circular summarises the
experience in settlement of capital account items gained from the earlier pilot programmes in a number
of free trade zones, and intends to uniform the management rules on voluntary settlement and payment
of foreign exchange earnings under capital account nationwide. Among other things, the 2016 SAFE
Circular allows (i) domestic enterprises (including Chinese-funded enterprises and foreign-invested
enterprises, excluding financial institutions) to settle their foreign debts in foreign currencies according
to the method of voluntary foreign exchange settlement, and (ii) all the domestic institutions to
voluntarily settle 100 per cent. (tentative) of the foreign exchange earnings under capital account
(including capital in foreign currencies, foreign debts, funds repatriated from overseas listing, etc.) into
Renminbi based on their actual operating needs, although SAFE reserves its authority to reduce the
proportion of the foreign currency gains under the capital account that can be settled in such manner
in the future. With respect to the Renminbi proceeds obtained through the aforementioned settlement
procedure, the 2016 SAFE Circular reiterates that such proceeds are prohibited from being applied
outside the business scope of the enterprise or for any purposes prohibited by law, or applied (x)
directly or indirectly to securities investment or investment and wealth management products other
than principal-protected products issued by banks, (y) directly or indirectly to granting entrusted loans,
unless otherwise permitted by business scope, or (z) purchasing or constructing non-self-use real
estate (unless it is a real estate company). Finally, the 2016 SAFE Circular expressly indicates that in
the event of any discrepancy between the 2016 SAFE Circular and the 2015 SAFE Circular, the 2016
SAFE Circular shall prevail.
On 11 January 2017, the PBOC issued the Notice on Full-coverage Macro-prudent Management of
Cross-border Financing (the “2017 PBOC Notice”), according to which, the non-financial enterprises
and financial institutions (excluding government financing platforms and real estate enterprises) in
China may independently carry out cross-border financing in Renminbi and foreign currencies pursuant
to applicable provisions, subject to the cross-border financing restraint mechanism under the
framework of macro-prudent rules imposed by the PBOC. Among other things, the 2017 PBOC Notice
provides that the upper limit of the risk-weighted balance of cross-border financing of an enterprise is
increased from 100 per cent. to 200 per cent. of the net assets of such enterprise, and the new method
to calculate the risk-weighted balance of cross-border financing grants the financial institutions a larger
quota for cross-border financing.
On 26 January 2017, SAFE promulgated a Notice on Further Promoting the Reform of Foreign
Exchange Administration and Improving Authenticity and Compliance Review (the “2017 SAFE
Notice”) to establish a capital flow management system under the macro-prudent management
framework. Pursuant to the 2017 SAFE Notice, (i) the scope of settlement of domestic foreign
exchange loans is expanded, where the settlement is allowed for domestic foreign exchange loans
with a background of export trade in goods, and domestic institutions shall repay such loans with the
foreign currency earned from export trade in goods rather than by purchasing foreign exchange; (ii)
funds under foreign debts (including those denominated in offshore Renminbi) secured by domestic
guarantees (Nei Bao Wai Dai) are allowed to be repatriated to China and therefore a debtor may
directly or indirectly repatriate such funds to China by way of extending loans or making equity

53

investments in China; (iii) centralised operation and management of the foreign exchange funds of
multinational companies is further facilitated, and the percentage of the deposits drawn by a domestic
bank via a main account for international foreign exchange funds that may be used in China is adjusted
to no more than 100 per cent. (as opposed to 50 per cent., previously) of the average daily deposit
balance of the preceding six months; and (iv) foreign exchange settlement is allowed for the domestic
foreign exchange accounts of overseas institutions within pilot free trade zones. The 2017 SAFE Notice
also emphasised the importance of the foreign exchange administration over trade in goods, and the
management of the outbound remittance of the foreign exchange profits of foreign direct investment in
China, as well as the authenticity and compliance review of the outbound direct investment by PRC
domestic institutions.
On 27 May 2017, PBOC promulgated the Administrative Measures for the RMB Cross-border Receipt
and Payment Information Management System (the “2017 PBOC Measures”) to regulate the
operations and use of the RMB cross-border receipt and payment information management system by
the banking financial institutions and relevant access agencies. The 2017 PBOC Measures require the
banks and relevant access agencies that carry out cross-border RMB business to connect to the
system, and submit RMB cross-border receipts and payments as well as related business information
to the system in a timely, accurate and complete manner. The banks shall make use of the system to
review the authenticity and consistency of transactions, and may inquire about the transaction
information via the system; where relevant business information is found missing in the system, the
bank may suspend the receipt and payment of funds.
On 5 January 2018, the PBOC promulgated the Notice on Further Fine-tuning the Policies on Cross-
border Renminbi Business to Promote Trade and Investment Facilitation (the “2018 PBOC Notice”).
Accordingly, an enterprise shall be allowed to use Renminbi to settle all cross-border transactions that
may be settled by foreign currencies pursuant to PRC laws.
As relatively new regulations, the above MOFCOM, PBOC and SAFE circulars, rules, orders, notices,
measures and provisions will be subject to interpretation and application by the relevant PRC
authorities.
Although since 1 October 2016 the Renminbi has been added to the Special Drawing Rights basket
created by the International Monetary Fund and policies further improving accessibility to Renminbi to
settle cross-border transactions in foreign currencies were implemented by the PBOC in 2018, there
is no assurance that the PRC government will liberalise the control over cross-border Renminbi
remittances in the future or that new PRC regulations will not be promulgated in the future which would
have the effect of restricting or eliminating the remittance of Renminbi into or outside the PRC. The
Issuer may need to source Renminbi offshore to finance its obligations under the CNY Subordinated
Instruments, and its ability to do so will be subject to the overall availability of Renminbi outside the
PRC. Further, since the remittance of Renminbi by way of investment or loans are now categorised
as capital account items, such remittances will need to be made subject to the specific requirements
or restrictions set out in the relevant SAFE, MOFCOM and PBOC rules.
There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of
the CNY Subordinated Instruments and the Issuer’s ability to source Renminbi outside China
to service the CNY Subordinated Instruments
As a result of the restrictions imposed by the PRC government on cross-border Renminbi fund flows,
the availability of Renminbi outside of the PRC is limited.

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While the PBOC has entered into agreements on the clearing of renminbi business with financial
institutions in a number of financial centres and cities (the “Renminbi Clearing Banks”), including but
not limited to Hong Kong, and is in the process of establishing Renminbi clearing and settlement
mechanisms in several other jurisdictions, the current size of Renminbi-denominated financial assets
outside China is limited.
Renminbi business participating banks do not have direct Renminbi liquidity support from the PBOC.
The relevant Renminbi Clearing Bank will only have access to onshore liquidity support from the PBOC
to square open positions of participating banks for limited types of transactions and is not obliged to
square for participating banks any open positions resulting from other foreign exchange transactions
or conversion services. In such cases, the participating banks will need to source Renminbi from the
offshore market to square such open positions.
Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its
growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange.
There is no assurance that new PRC regulations will not be promulgated or the Settlement Agreements
will not be terminated or amended in the future, which will have the effect of restricting availability of
Renminbi offshore. The limited availability of Renminbi outside the PRC may affect the liquidity of the
CNY Subordinated Instruments. To the extent that the Issuer is required to source Renminbi in the
offshore market to service the CNY Subordinated Instruments, there is no assurance that the Issuer
will be able to source such Renminbi on satisfactory terms, if at all. If the Renminbi is not available in
certain circumstances as described under “Terms and Conditions – Payments Inconvertibility, Non-
transferability or Illiquidity”, the Issuer can make payments under the CNY Subordinated Instruments
in a currency other than Renminbi.
Investment in the CNY Subordinated Instruments is subject to exchange rate risks
The value of the Renminbi against the U.S. dollar, the Hong Kong dollar and other foreign currencies
fluctuates and is affected by changes in the PRC and international political and economic conditions
and by many other factors. Governments and monetary authorities may impose (as some have done
in the past) exchange controls that could adversely affect an applicable interest rate. Subject to the
Terms and Conditions of the CNY Subordinated Instruments, and, in particular, the Issuer’s right to
make payments in certain circumstances in other currencies, the Issuer will make all payments of
interest and principal with respect to the CNY Subordinated Instruments in Renminbi. As a result, the
value of these Renminbi payments in foreign currency may vary with the prevailing exchange rates in
the marketplace. For example, when an investor buys CNY Subordinated Instruments, such investor
may need to convert foreign currency to Renminbi at the exchange rate available at that time. If the
value of Renminbi depreciates against the relevant foreign currency between then and the time that
the Issuer pays back the principal of the CNY Subordinated Instruments in Renminbi at maturity, the
value of the investment in the relevant foreign currency will have declined.
Payments in respect of the CNY Subordinated Instruments will only be made to investors in the
manner specified in the CNY Subordinated Instruments
All payments to investors in respect of the CNY Subordinated Instruments will be made solely by (i)
when the CNY Subordinated Instruments are represented by a Temporary Global Instrument or a
Permanent Global Instrument, transfer to a Renminbi bank account maintained in Hong Kong in
accordance with prevailing rules and procedures of Euroclear, Clearstream, Luxembourg or CMU as
applicable, or (ii) when the CNY Subordinated Instruments are in definitive form, transfer to a Renminbi

55

bank account maintained in Hong Kong in accordance with prevailing rules and regulations.
The Issuer cannot be required to make payment by any other means (including in any other currency
(unless this is specified in the Pricing Supplement of the CNY Subordinated Instruments) or by transfer
to a bank account in the PRC).
Risks in relation to PRC currency controls
Remittance of Renminbi into and outside the PRC
The Renminbi is not a freely convertible currency. The remittance of Renminbi into and outside the
PRC is subject to controls imposed under PRC law.
Current Account Items
Under PRC foreign exchange control regulations, current account item payments include payments for
imports and exports of goods and services, payments of income and current transfers into and outside
the PRC.
Prior to July 2009, all current account items were required to be settled in foreign currencies. Since
July 2009, the PRC has commenced a scheme pursuant to which Renminbi may be used for settlement
of imports and exports of goods between approved pilot enterprises in five designated pilot cities in the
PRC, being Shanghai, Guangzhou, Dongguan, Shenzhen and Zhuhai and enterprises in designated
offshore jurisdictions including Hong Kong and Macau. On 17 June 2010, the PRC government
promulgated the Circular on Issues concerning the Expansion of the Scope of the Pilot Programme of
Renminbi Settlement of Cross-Border Trades (Yin Fa (2010) No. 186), pursuant to which (i) Renminbi
settlement of imports and exports of goods and of services and other current account items became
permissible, (ii) the list of designated pilot districts was expanded to cover 20 provinces and cities
including Beijing, Shanghai, Tianjin, Chongqing, Guangdong, Jiangsu, Zhejiang, Liaoning, Shandong
and Sichuan, and (iii) the restriction on designated offshore jurisdictions was lifted. Accordingly, any
enterprises in the designated pilot districts and offshore enterprises are entitled to use Renminbi to
settle any current account items between them (except in the case of payments for exports of goods
from the PRC, such Renminbi remittance may only been effected by approved pilot enterprises in
designated pilot districts in the PRC). In particular, any foreign invested enterprises located in the
designated pilot districts may remit all lawful dividends and distribution payments in Renminbi to its
foreign investors outside the PRC. The pilot scheme was further extended in August 2011 under the
Circular in Expanding the Regions of Cross-border Trades to cover all provinces in the PRC and to
make Renminbi trade and other current account settlement available in all countries worldwide.
In February 2012, the PRC government promulgated the Notice on Matters Relevant to the
Administration of Enterprises Engaged in RMB Settlement of Export Trade in Goods under which any
enterprise qualified for the export and import business is permitted to use Renminbi as settlement
currency for exports of goods, provided that the relevant provincial government has submitted to the
PBOC and five other PRC authorities (the “Six Authorities”) a list of key enterprises subject to
supervision and the Six Authorities have verified and signed off such list (the “Supervision List”). On
12 June 2012, the PBOC issued a notice stating that the Six Authorities had jointly verified and
announced a Supervision List and as a result any enterprise qualified for the export and import
business is permitted to use Renminbi as settlement currency for exports.

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In addition to the PBOC 2013 Notice (discussed in the risk factor above titled ‘The Renminbi is not
freely convertible and there are significant restrictions on remittance of Renminbi into and outside the
People’s Republic of China’), on 1 November 2014, the PBOC promulgated the Circular on Matters
concerning Centralized Cross-Border Renminbi Fund Operation Conducted by Multinational Enterprise
Groups (the “2014 Circular”). The 2014 Circular introduces a cash pooling arrangement for qualified
multinational enterprise group companies, under which a multinational enterprise group can process
cross-border Renminbi payments and receipts for current account items on a collective basis for
eligible member companies in the group.
On 5 September 2015, the PBOC promulgated the Circular on Further Facilitating the Cross-Border
Bi-directional Renminbi Cash Pooling Business by Multinational Enterprise Groups which, among
others, lowers the eligibility requirements for multinational enterprise groups and increases the cap for
net cash inflow. The PBOC Circular also provides that enterprises in the China (Shanghai) Free Trade
Pilot Zone (“Shanghai FTZ”) may establish an additional cash pool in the local scheme in the Shanghai
FTZ, but each onshore company within the group may only elect to participate in one cash pool.
On 27 May 2017, the PBOC promulgated the 2017 PBOC Measures to regulate the operations and
use of the RMB cross-border receipt and payment information management system by the banking
financial institutions and relevant access agencies, as described in further detail in the risk factor above
titled ‘The Renminbi is not freely convertible and there are significant restrictions on remittance of
Renminbi into and outside the People’s Republic of China’.
On 5 January 2018, the PBOC promulgated the 2018 PBOC Notice. Accordingly, an enterprise shall
be allowed to use Renminbi to settle all cross-border transactions that may be settled by foreign
currencies pursuant to PRC laws.
As relatively new regulations, the above circulars, notices and measures will be subject to interpretation
and application by the relevant PRC authorities. Local authorities may adopt different practices in
applying such circulars, notices and measures and impose conditions for settlement of current account
items. Further, if any new PRC regulations are promulgated in the future which have the effect of
permitting or restricting (as the case may be) the use of Renminbi for payment of transactions
categorised as current account items, then such settlement will need to be made subject to the specific
requirements or restrictions set out in such rules.
Capital Account Items
Under the applicable PRC foreign exchange control regulations, capital account items include cross-
border transfers of capital, direct investments, securities investments, derivative products and loans.
Capital account payments have generally been subject to the approval of the relevant PRC authorities.
However, as described in the risk factor above titled ‘The Renminbi is not freely convertible and there
are significant restrictions on remittance of Renminbi into and outside the People’s Republic of China’,
it has been announced that as of 1 June 2015, the capital account regulation in relation to direct
investment has been delegated by the governmental authority (i.e. the local branches of the SAFE) to
designated foreign exchange banks.
Prior to October 2011, settlements for capital account items were generally required to be made in
foreign currencies. For instance, foreign investors (including any Hong Kong investors) were generally
required to make any capital contribution to foreign invested enterprises in a foreign currency in
accordance with the terms set out in the relevant joint venture contracts and/or articles of association

57

as approved by the relevant authorities. Foreign invested enterprises or relevant PRC parties were
also generally required to make capital account item payments including proceeds from liquidation,
transfer of shares, reduction of capital, interest and principal repayment to foreign investors in a foreign
currency. The relevant PRC authorities may, however, have granted approvals for a foreign entity to
make a capital contribution or shareholder’s loan to a foreign invested enterprise with Renminbi lawfully
obtained by it outside the PRC and for the foreign invested enterprise to remit interest and principal
repayment to its foreign investors outside the PRC in Renminbi. The foreign invested enterprise may,
however, have been required to complete a registration and verification process with the relevant PRC
authorities before such Renminbi remittances.
As described in the risk factor above titled ‘The Renminbi is not freely convertible and there are
significant restrictions on remittance of Renminbi into and outside the People’s Republic of China’, on
13 October 2011, the PBOC issued the PBOC Renminbi FDI Measures, which set out operating
procedures for PRC banks to handle Renminbi settlement relating to Renminbi FDI and borrowing by
foreign invested enterprises of offshore Renminbi loans. Prior to the PBOC Renminbi FDI Measures,
cross-border Renminbi settlement for Renminbi FDI has required approvals on a case-by-case basis
from the PBOC. The new rules replace the PBOC approval requirement with less onerous post event
registration and filing requirements. The PBOC Renminbi FDI Measures provide that, among others,
foreign invested enterprises are required to conduct registrations with the local branch of the PBOC
within ten working days after obtaining business licenses for the purpose of Renminbi settlement; a
foreign investor is allowed to open a Renminbi expense account to reimburse some expenses before
the establishment of a foreign invested enterprise and the balance in such an account can be
transferred to the Renminbi capital account of such foreign invested enterprise when it is established,
commercial banks can remit a foreign investor's Renminbi proceeds from distribution (dividends or
otherwise) by its PRC subsidiaries out of the PRC after reviewing certain requisite documents; if a
foreign investor intends to use its Renminbi proceeds from distribution (dividends or otherwise) by its
PRC subsidiaries to reinvest onshore or increase the registered capital of the PRC subsidiaries, the
foreign investor may open a Renminbi reinvestment account to receive such Renminbi proceeds; and
the PRC parties selling a stake in domestic enterprises to foreign investors can open Renminbi
accounts and receive the purchase price in Renminbi paid by foreign investors by submitting certain
documents as required by the guidelines of the PBOC to the commercial banks. The PBOC Renminbi
FDI Measures also state that the foreign debt quota of a foreign invested enterprise applies to both its
Renminbi debt and foreign currency debt owed to its offshore shareholders, offshore affiliates and
offshore financial institutions, and a foreign invested enterprise may open a Renminbi account to
receive its Renminbi proceeds borrowed offshore by submitting the Renminbi loan contract and the
letter of payment order to the commercial bank and make repayments of principal and interest on such
debt in Renminbi by submitting certain documents as required by the guidelines of the PBOC to the
commercial bank.
Developments in PRC foreign exchange control regulations in relation to treatment of capital account
items since October 2011 are set out in the risk factor above titled ‘The Renminbi is not freely
convertible and there are significant restrictions on remittance of Renminbi into and outside the
People’s Republic of China’ (see the descriptions of the SAFE Circular on DI, the SAFE Provisions,
the PBOC 2013 Notice, the PBOC 2013 Circular, the MOFCOM Renminbi FDI Circular, the 2015 SAFE
Notice, the 2015 SAFE Circular, the PBOC Order, the 2016 SAFE Notice, the 2016 SAFE Circular, the
2017 PBOC Notice, the 2017 SAFE Notice and the 2018 PBOC Notice).
As relatively new regulations, the above MOFCOM, PBOC and SAFE circulars, rules, orders, notices,
measures and provisions will be subject to interpretation and application by the relevant PRC

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authorities. Although since 1 October 2016 the Renminbi has been added to the Special Drawing
Rights basket created by the International Monetary Fund, there is no assurance any existing
approvals of remittances, borrowing or provision of external guarantee in Renminbi will continue to be
granted or will not be revoked in the future. Further, since the remittance of Renminbi by way of
investment or loans are now categorised as capital account items, such remittances will need to be
made subject to the specific requirements or restrictions set out in the relevant MOFCOM, PBOC and
SAFE rules.
If any new PRC regulations are promulgated in the future which have the effect of permitting or
restricting (as the case may be) the remittance of Renminbi for payment of transactions categorised
as capital account items, then such remittances will need to be made subject to the specific
requirements or restrictions set out in such rules.

59

DOCUMENTS INCORPORATED BY REFERENCE
Each of:
 the consolidated audited annual financial statements (including the directors’ remuneration
report, auditors’ report thereon and the notes thereto) appearing on pages 40 to 65 (inclusive),
pages 121 to 241 (inclusive) and pages 243 to 250 (inclusive) of the Issuer’s 2017 Annual
Report in respect of the year ended 30 September 2017;

 the consolidated audited annual financial statements (including the directors’ remuneration
report, auditors’ report thereon and the notes thereto) appearing on pages 48 to 75 (inclusive),
pages 141 to 265 (inclusive) and pages 267 to 275 (inclusive) of the Issuer’s 2018 Annual
Report in respect of the year ended 30 September 2018; and

 the unaudited consolidated interim financial statements (including the auditors’ review report
thereon and the notes thereto) appearing on pages 105 to 155 (inclusive) of the Issuer’s 2019
Interim Results in respect of the six months ended 31 March 2019,
shall be deemed to be incorporated in, and to form part of, this Information Memorandum.
Each of the:
 “Terms and Conditions of the Subordinated Instruments” section on pages 42 to 107 (inclusive)
of the Information Memorandum dated 14 November 2014 with Westpac Banking Corporation
as issuer;
 “Terms and Conditions of the Subordinated Instruments” section on pages 43 to 104 (inclusive)
of the Information Memorandum dated 25 January 2016 with Westpac Banking Corporation
as issuer; and
 “Terms and Conditions of the Subordinated Instruments” section on pages 47 to 109 (inclusive)
of the Information Memorandum dated 23 June 2017 with Westpac Banking Corporation as
issuer,
shall be deemed to be incorporated in, and to form part of, this Information Memorandum.
Any information contained in a document incorporated by reference herein which is not incorporated
in, and does not form part of, this Information Memorandum is either not relevant for investors or is
contained elsewhere in this Information Memorandum.
Following the publication of this Information Memorandum a supplementary Information Memorandum
may be prepared by the Issuer and approved by any relevant listing authority or stock exchange.
Statements contained in any such supplement (or contained in any document incorporated by
reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be
deemed to modify or supersede statements contained in this Information Memorandum or in a
document which is incorporated by reference in this Information Memorandum. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part
of this Information Memorandum.
For as long as the Programme remains in effect or any Subordinated Instruments are outstanding,

60

copies of the documents incorporated by reference herein may be inspected during the normal
business hours at the office of the Fiscal Agent (or the other office(s) of the Paying Agent(s) in the
United Kingdom) specified on page 204 of this Information Memorandum and from the registered head
office of Westpac Banking Corporation.

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TERMS AND CONDITIONS OF THE SUBORDINATED INSTRUMENTS
The following are the Terms and Conditions of the Subordinated Instruments which, as supplemented
in relation to any Subordinated Instruments by the relevant Pricing Supplement, will be applicable to
each Series of Subordinated Instruments:
The subordinated debt instruments (the “Subordinated Instruments”) are issued pursuant to and in
accordance with an amended and restated issue and paying agency agreement (as amended,
supplemented or replaced, the “Issue and Paying Agency Agreement”) dated 15 November 2013,
as supplemented by way of a supplemental issue and paying agency agreement on 14 November
2014 and made between Westpac Banking Corporation (the “Issuer”), The Bank of New York Mellon
in its capacity as fiscal agent (the “Fiscal Agent”, which expression shall include any successor to The
Bank of New York Mellon in its capacity as Fiscal Agent), The Bank of New York Mellon SA/NV,
Luxembourg Branch in its capacity as Luxembourg paying agent (the “Luxembourg Paying Agent”,
which expression shall include any successor to The Bank of New York Mellon SA/NV, Luxembourg
Branch in its capacity as Luxembourg Paying Agent), The Bank of New York Mellon, Hong Kong Branch
in its capacities as Hong Kong paying agent and as lodging agent (the “Hong Kong Paying Agent”
and the “Lodging Agent”, which expressions shall include any successors to The Bank of New York
Mellon, Hong Kong Branch in its capacities as such) and the other paying agents named therein
(together with the Hong Kong Paying Agent, the “Paying Agents”, which expression shall include the
Fiscal Agent and any substitute or additional paying agents appointed in accordance with the Issue
and Paying Agency Agreement).
The Subordinated Instruments have the benefit of a deed of covenant (as amended, supplemented or
replaced, the “Deed of Covenant”) dated 7 November 2008 executed by the Issuer in relation to the
Subordinated Instruments. Copies of the Issue and Paying Agency Agreement and the Deed of
Covenant are available for inspection during normal business hours at the Specified Office of each of
the Paying Agents. All persons from time to time entitled to the benefit of obligations under any
Subordinated Instruments shall be deemed to have notice of, and shall be bound by, all of the
provisions of the Issue and Paying Agency Agreement and the Deed of Covenant insofar as they relate
to the relevant Subordinated Instruments.
The Subordinated Instruments are issued in series (each, a “Series”), and each Series may comprise
one or more tranches (“Tranches” and each, a “Tranche”) of Subordinated Instruments. Each Tranche
will be the subject of an applicable pricing supplement (each, the “Pricing Supplement”), a copy of
which will be available for inspection during normal business hours at the Specified Office of the Fiscal
Agent. In the case of a Tranche of Subordinated Instruments in relation to which application has not
been made for listing and/or trading on or by any competent listing authority and/or stock exchange,
copies of the Pricing Supplement will only be available for inspection by a Holder (as defined in
Condition 3.1) of or, as the case may be, a Relevant Account Holder (as defined in the Deed of
Covenant) in respect of, such Subordinated Instruments.
References in these Terms and Conditions to Subordinated Instruments are to Subordinated
Instruments of the relevant Series only and any references to Coupons (as defined in Condition 2.6)
are to Coupons relating to Subordinated Instruments of the relevant Series.
References in these Terms and Conditions to the Pricing Supplement are to the Pricing Supplement
prepared in relation to the Subordinated Instruments of the relevant Tranche or Series and endorsed
on or attached to such Subordinated Instruments.

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In respect of any Subordinated Instruments, references herein to these Terms and Conditions are to
these terms and conditions as supplemented by the Pricing Supplement.
1. Interpretation
Definitions
1.1 In these Terms and Conditions, the following expressions have the following
meanings:
“Additional Amount” has the meaning given to it in Condition 10.1;
“Additional Business Centre(s)” means the city or cities specified as such in the Pricing
Supplement;
“Additional Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“ADI” means Authorised Deposit-taking Institution;
“Adjustment Spread” means a spread (which may be positive or negative) or formula or
methodology for calculating a spread, which is required to be applied to a Successor
Reference Rate or an Alternative Reference Rate (as applicable) in order to reduce or
eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice
or benefit (as applicable) to the Holders as a result of the replacement of the Reference Rate
with such Successor Reference Rate or Alternative Reference Rate (as applicable) and is the
spread, formula or methodology which:
(a) in the case of a Successor Reference Rate, is formally recommended in relation to
the replacement of the Reference Rate with such Successor Reference Rate by any
Relevant Nominating Body; or
(b) in the case of a Successor Reference Rate for which no such recommendation has
been made or in the case of an Alternative Reference Rate, the relevant Independent
Adviser or the Issuer (as applicable) determines (acting in good faith and in a
commercially reasonable manner) is recognised or acknowledged as being in
customary market usage in international debt capital markets transactions which
reference the Reference Rate, where such rate has been replaced by such Successor
Reference Rate or Alternative Reference Rate (as applicable); or
(c) if no such customary market usage is recognised or acknowledged, the relevant
Independent Adviser or the Issuer (as applicable) in its discretion determines (acting
in good faith and in a commercially reasonable manner) to be appropriate;
“Alternative Reference Rate” means the rate which has replaced the Reference Rate in
customary market usage in the international debt capital markets for the purposes of
determining floating rates of interest in respect of bonds denominated in the Specified
Currency and of a comparable duration to the relevant Interest Accrual Periods, or, if the
relevant Independent Adviser or the Issuer (as applicable) determines (acting in good faith
and in a commercially reasonable manner) that there is no such rate, such other rate as such

63

Independent Adviser or the Issuer (as applicable) determines in its discretion (acting in good
faith and in a commercially reasonable manner) is most comparable to the Reference Rate;
“Approved Replacement Notice” has the meaning given to it 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 Terms and Conditions as contemplated in Condition
6.14;
(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, Australia or has appointed a process agent in New South Wales, Australia to
receive service of process on its behalf in relation to any legal proceedings arising
out of or in connection with the Subordinated Instruments;
(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 Terms and Conditions and the Deed of Covenant in respect of the Subordinated
Instruments; 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, accounting firm or other suitably qualified body operating in Australia or an investment
bank, accounting firm or other suitably qualified body of international repute acting
independently of the Issuer and appointed by the Issuer to provide the opinions referred to in
paragraphs (e) or (f) of this definition;
“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

64

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;
“Australian dollars” and “A$” mean the lawful currency of Australia;
“Benchmark Event” means, in respect of any Reference Rate:
(i) the relevant Reference Rate ceasing to exist or be published for a period of at least
five Business Days; or
(ii) a public statement by the administrator of the relevant Reference Rate that it will, by
a specified date within the following six months (or, if later, the next Interest
Determination Date), cease publishing the relevant Reference Rate permanently or
indefinitely (in circumstances where no successor administrator has been appointed
that will continue publication of the relevant Reference Rate); or
(iii) a public statement by the supervisor of the administrator of the relevant Reference
Rate that the relevant Reference Rate has been or will, by a specified date within the
following six months (or, if later, the next Interest Determination Date), be permanently
or indefinitely discontinued; or
(iv) a public statement by the supervisor of the administrator of the relevant Reference
Rate that means the relevant Reference Rate will be prohibited from being used or
that its use will be subject to restrictions or adverse consequences, in each case
within the following six months (or, if later, the next Interest Determination Date); or
(v) it has become unlawful for any Paying Agent, the Issuer or any other party to calculate
any payments due to be made to any holder of the Subordinated Instruments using
the relevant Reference Rate.
“Broken Amount” has the meaning given in the Pricing Supplement;
“Business Day” means:
(i) for the purposes of Condition 9A.6 only, a day on which banks in the relevant place
of presentation are open for presentation and payment of bearer debt securities and
for dealings in foreign currencies; or
(ii) in relation to any sum payable, either:
(a) where such sum is payable in a currency other than euro or Renminbi, a day
on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealing in foreign exchange and
foreign currency deposits) in the Principal Financial Centre which, if the
relevant currency is Australian dollars or New Zealand dollars, shall be

65

Sydney and Auckland, respectively, and any Additional Business Centre(s)
specified in the Pricing Supplement; or
(b) where such sum is payable in euro, a day on which commercial banks and
foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency
deposits) in the Principal Financial Centre, each (if any) Additional Business
Centre(s) specified in the Pricing Supplement and a TARGET Settlement
Day; or
(c) where such sum is payable in Renminbi, a day (other than a Saturday,
Sunday or public holiday) on which commercial banks and foreign exchange
markets in Hong Kong are generally open for business and settlement of
Renminbi payments in Hong Kong;
(iii) for all other purposes, a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including dealing in
foreign exchange and foreign currency deposits) in the Principal Financial Centre and
any Additional Business Centre(s) specified in the Pricing Supplement;
“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 in relation to any particular date, has the meaning
given in the Pricing Supplement and, in this context, the following expressions shall have the
following meanings:
(i) “Following Business Day Convention” means that the relevant date shall be
postponed to the first following day that is a Business Day;
(ii) “Modified Following Business Day Convention” means that the relevant date shall
be 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 will be the first preceding day that is
a Business Day;
(iii) “Preceding Business Day Convention” means that the relevant date shall be
brought forward to the first preceding day that is a Business Day;
(iv) “FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention”
means that each relevant date shall be the date which numerically corresponds to the
preceding such date in the calendar month which is the number of months specified
in the Pricing Supplement as the Specified Period after the calendar month in which
the preceding such date occurred provided, however, that:
(a) if there is no such numerically corresponding day in the calendar month in
which any such date should occur, then such date will be the last day which
is a Business Day in that calendar month;
(b) if any such date would otherwise fall on a day which is not a Business Day,
then such date will be the first following day which is a Business Day unless
that day falls in the next calendar month, in which case it will be the first

66

preceding day which is a Business Day; and
(c) if the preceding such date occurred on the last day in a calendar month which
was a Business Day, then all subsequent such dates will be the last day
which is a Business Day in the calendar month which is the specified number
of months after the calendar month in which the preceding such date
occurred; and
(v) “No Adjustment” means that the relevant date shall not be adjusted in accordance
with any Business Day Convention;
“Calculation Agent” means the Fiscal Agent or such other Person specified in the Pricing
Supplement as the party responsible for calculating the Interest Rate(s) and Interest
Amount(s) and/or such other amount(s) as may be specified in the Pricing Supplement;
“Calculation Amount” has the meaning given in the applicable Pricing Supplement or, where
no such amount is specified, means (i) if there is only one Denomination, the Denomination
of the relevant Subordinated Instruments, and (ii) if there are several Denominations, the
highest common factor of these Denominations. Note there must be a common factor in the
case of two or more Denominations;
“Chi-X” means Chi-X Australia Pty Ltd (ABN 47 129 584 667);
“Clearing System” means Euroclear, Clearstream, Luxembourg or any other clearing system
specified in the Pricing Supplement;
“Clearstream, Luxembourg” means Clearstream Banking S.A.;
“CMU Service” means the Central Moneymarkets Unit Service operated by the Hong Kong
Monetary Authority;
“Common Equity Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“Compounded Daily SONIA” means the rate of return of a daily compound interest
investment (with the daily Sterling overnight reference rate as reference rate for the calculation
of interest) and will be calculated by the Calculation Agent (or such other party responsible for
the calculation of the Interest Rate, as specified in the applicable Pricing Supplement) on the
Interest Determination Date, as follows, and the resulting percentage will be rounded if
necessary to the fifth decimal place, with 0.000005 being rounded upwards:

where:
“d” is the number of calendar days in the relevant Interest Accrual Period;

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“d
O
” is the number of London Banking Days in the relevant Interest Accrual Period;
“i” is a series of whole numbers from one to d
O
, each representing the relevant London
Banking Day in chronological order from, and including, the first London Banking Day
in the relevant Interest Accrual Period;
“London Banking Day” means any day on which commercial banks are open for
general business (including dealing in foreign exchange and foreign currency
deposits) in London;
“n
i
", for any day i, means the number of calendar days from and including such day
“i” up to but excluding the following London Banking Day;
“Observation Period” means the period from and including the date falling five
London Banking Days prior to the first day of the relevant Interest Accrual Period (and
the first Interest Accrual Period shall begin on and include the Interest
Commencement Date) and ending on, but excluding, the date falling five London
Banking Days prior to the Interest Payment Date for such Interest Accrual Period (or
the date falling five London Banking Days prior to such earlier date, if any, on which
the Subordinated Instruments become due and payable);
the “SONIA reference rate”, in respect of any London Banking Day, is a reference
rate equal to the daily Sterling Overnight Index Average (“SONIA”) rate for such
London Banking Day as provided by the administrator of SONIA to authorised
distributors and as then published on the Relevant Screen Page or, if the Relevant
Screen Page is unavailable, as otherwise published by such authorised distributors,
in each case on the London Banking Day immediately following such London Banking
Day; and
“SONIA
i-5LBD
” means, in respect of any London Banking Day falling in the relevant
Observation Period, the SONIA reference rate for the London Banking Day falling five
London Banking Days prior to the relevant London Banking Day “i”;
“Conversion” means, upon the occurrence of a Non-Viability Trigger Event, the conversion of
all or some Subordinated Instruments (or a percentage of the Outstanding Principal Amount
of each Subordinated Instrument) into Ordinary Shares of the Issuer in accordance with these
Terms and Conditions. “Convert” and “Converted” shall have corresponding meanings;
“Conversion Number” has the meaning given in Condition 6.1;
“Cum Value” has the meaning given in Condition 6.2(a);
“Coupon Sheet” means, in respect of a Subordinated Instrument, a coupon sheet relating to
such Subordinated Instrument;
“Day Count Fraction” means, in respect of the calculation of an amount for any period of time
(the “Calculation Period”), such day count fraction as may be specified in these Terms and
Conditions or the Pricing Supplement and:

68

(i) if “Actual/Actual (ICMA)” is so specified, means:
(a) where the Calculation Period is equal to or shorter than the Regular Period
during which it falls, the actual number of days in the Calculation Period
divided by the product of (1) the actual number of days in such Regular
Period and (2) the number of Regular Periods normally ending in any year;
and
(b) where the Calculation Period is longer than one Regular Period, the sum of:
(A) the actual number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the product of (1) the
number of days in such Regular Period and (2) the number of
Regular Periods in any year; and
(B) the number of days in such Calculation Period falling in the next
Regular Period divided by the product of (1) the number of days in
such Regular Period and (2) the number of Regular Periods normally
ending in any year;
(ii) if “Actual/365” or “Actual/Actual (ISDA)” 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 (A) the actual number of days in that portion of
the Calculation Period falling in a leap year divided by 366 and (B) the actual number
of days in that portion of the Calculation Period falling in a non-leap year divided by
365);
(iii) if “Actual/365 (Fixed)” is so specified, means the actual number of days in the
Calculation Period divided by 365;
(iv) if “Actual/360” is so specified, means the actual number of days in the Calculation
Period divided by 360;
(v) if “30/360” is so specified, means the number of days in the Calculation Period divided
by 360 calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;

69

“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31 and D1 is greater
than 29, in which case D2 will be 30;
(vi) 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:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D1 will be 30; and
“D2” 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
D2 will be 30;
(vii) if “30E/360 (ISDA)” is so specified, means the number of days in the Calculation
Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following the

70

last day of the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period,
unless (i) that day is the last day of February or (ii) such number would be 31, in which
case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless (i) that day is the last day of February but
not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.
“Denomination” has the meaning given in the Pricing Supplement;
“Early Redemption Amount (Adverse Tax Event)” has the meaning given in Condition
8.4(b);
“Early Redemption Amount (Call)” has the meaning given in Condition 8.3(b);
“Early Redemption Amount (Regulatory Event)” has the meaning given in Condition 8.5(b);
“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
(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 (irrespective of whether or not such instruments qualify as Tier 2 Capital of
the Issuer);
“Early Termination Amount” has the meaning given in Condition 11.3;

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“Euroclear” means Euroclear Bank S.A./N.V.;
“Extraordinary Resolution” has the meaning given in the Issue and Paying Agency
Agreement;
“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 Redemption Amount” means, in respect of any Subordinated Instrument, its
Outstanding Principal Amount or such other amount as may be specified in the Pricing
Supplement;
“Fixed Coupon Amount” has the meaning given in the Pricing Supplement;
“Foreign Holder” means a Holder (a) whose place of residence is 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” has the meaning given in Condition 3.1;
“Independent Adviser” means an independent financial institution of international repute or
other independent financial adviser experienced in the international debt capital markets;
“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 2001, 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 Instruments, it shall only be treated as an
Ineligible Holder in respect of those Subordinated Instruments and not in respect of
the balance of its Subordinated Instruments). 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;
“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 always that the first

72

Interest Accrual Period shall commence on and include the Interest Commencement Date and
the final Interest Accrual Period shall end on but exclude the Maturity Date or such other date
of redemption of the Subordinated Instruments;
“Interest Amount” means, in relation to a Subordinated Instrument and an Interest Period,
the amount of interest payable per Calculation Amount in respect of that Subordinated
Instrument for that Interest Period;
“Interest Commencement Date” means the Issue Date of the Subordinated Instruments or
such other date as may be specified as the Interest Commencement Date in the Pricing
Supplement;
“Interest Determination Date” has the meaning given in the Pricing Supplement;
“Interest Payment Date” means the date or dates specified as such in the Pricing Supplement
and, if a Business Day Convention is specified in the Pricing Supplement:
(i) as the same may be adjusted in accordance with the relevant Business Day
Convention; or
(ii) if the Business Day Convention is the FRN Convention, Floating Rate Convention or
Eurodollar Convention and an interval of a number of calendar months is specified in
the Pricing Supplement as being the Specified Period, each of such dates as may
occur in accordance with the FRN Convention, Floating Rate Convention or
Eurodollar Convention at such Specified Period of calendar months following the
Interest Commencement Date (in the case of the first Interest Payment Date) or the
previous Interest Payment Date (in any other case);
“Interest Period” means each period beginning on (and including) the Interest
Commencement Date or any Interest Payment Date and ending on (but excluding) the next
Interest Payment Date with the final Interest Period ending on (but excluding) the maturity
date or such other date of redemption of the Subordinated Instruments;
“Interest Period End Date” means the date or dates specified as such in the Pricing
Supplement and, if a Business Day Convention is specified in the Pricing Supplement, as the
same may be adjusted in accordance with the relevant Business Day Convention or, if the
Business Day Convention is the FRN Convention and an interval of a number of calendar
months is specified in the Pricing Supplement as the Interest Accrual Period, such dates as
may occur in accordance with the FRN 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 Pricing Supplement, the date or each of the dates which correspond with
the Interest Payment Date(s) in respect of the Subordinated Instruments;
“Interest Rate” means the rate or rates (expressed as a percentage per annum) of interest
payable in respect of the Outstanding Principal Amount of the Subordinated Instruments
specified in Pricing Supplement or calculated or determined in accordance with the provisions
of these Terms and Conditions and/or the Pricing Supplement;

73

“ISDA Definitions” means the 2006 ISDA Definitions as amended and updated as at the Issue
Date of the first Tranche of the Subordinated Instruments of the relevant Series (as specified
in the Pricing Supplement) and as published by the International Swaps and Derivatives
Association, Inc.;
“Issue Date” has the meaning given in the Pricing Supplement;
“Issue Date VWAP” means, in respect of Subordinated Instruments of a Series, 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
Instruments of that Series were issued, as adjusted in accordance with Condition 6;
“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 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;
“local banking day” means a day (other than a Saturday, Sunday or public holiday) on which
commercial banks are open for business (including dealings in foreign exchange and foreign
currency deposits) in the place of presentation of the relevant Subordinated Instrument or, as
the case may be, Coupon;
“Margin” has the meaning given in the Pricing Supplement;
“Maturity Date” means the date specified as such in the provisions of the Pricing Supplement
and, if a Business Day Convention is specified in the Pricing Supplement, as the same may
be adjusted in accordance with the relevant Business Day Convention;
“Maximum Conversion Number” has the meaning given in Condition 6.1;
“Maximum Redemption Amount” has the meaning given in the Pricing Supplement;
“Member State” means a Member State of the European Union;
“Minimum Redemption Amount” has the meaning given in the Pricing Supplement;
a “Non-Viability Trigger Event” occurs when APRA notifies the Issuer in writing that it

74

believes:
(a) Conversion or Write-off of all or some Subordinated Instruments, 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 to it in Condition 5.1(c)(iii);
“Ordinary Resolution” has the meaning given in the Issue and Paying Agency Agreement;
“Ordinary Share” means a fully paid ordinary share in the capital of the Issuer;
“Outstanding” means, on any day, all Subordinated Instruments issued, less such
Subordinated Instruments:
(a) which have been redeemed, Converted, Written-off or satisfied in full by the Issuer in
accordance with the Terms and Conditions;
(b) for the payment of which funds equal to their aggregate Outstanding Principal Amount
are on deposit with the relevant Paying Agent 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 Instruments or in respect of which the relevant Paying Agent holds an
irrevocable direction to apply funds in repayment of Subordinated Instruments 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; or
(d) those which have been purchased and cancelled as provided in the Terms and
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 Instruments are outstanding for
the purposes of the definition of the Outstanding Principal Amount,
such Subordinated Instruments 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 Instrument which is
Outstanding at any time, the outstanding principal amount of the Subordinated Instrument,
and for such purposes:
(a) the principal amount of a Subordinated Instrument issued at a discount or at par, but

75

which has not been Converted or Written-off, is at any time to be taken to be equal to
its Denomination;
(b) if an amount is required to be determined in Australian dollars, the Australian dollar
equivalent of a Subordinated Instrument denominated in a Specified Currency is to
be determined on the basis of the spot rate of exchange for the sale of Australian
dollars against the purchase of such relevant Specified 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 Pricing
Supplement; and
(c) if the principal amount of a Subordinated Instrument has from time to time been
Converted or Written-off as described in, and in accordance with, Conditions 5 and 6,
the principal amount of the Subordinated Instrument will be reduced by the principal
amount so Converted or Written-off;
“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);
“Person” means any individual, company, corporation, firm, partnership, joint venture, trust,
estate, association, organisation, state or agency of a state or other entity, whether or not
having separate legal personality;
“Principal Financial Centre” means, in relation to any currency, the principal financial centre
for that currency provided, however, that in relation to euro, it means the principal financial
centre of such Member State as is selected (in the case of a payment) by the payee or (in the
case of a calculation) by the Calculation Agent;
“Prudential Standards” means the prudential standards and guidelines published by APRA
and as applicable to the Issuer from time to time;
“Reclassification” has the meaning given in Condition 6.3;
“Redemption Amount” means, as appropriate, the Final Redemption Amount, the Early
Redemption Amount (Call), the Early Redemption Amount (Adverse Tax Event) or the Early
Redemption Amount (Regulatory Event);
“Reference Banks” has the meaning given in the Pricing Supplement or, if none is specified,
four major banks selected by the Issuer or the Independent Adviser appointed by the Issuer
in the market that is most closely connected with the Reference Rate;
“Reference Price” has the meaning given in the Pricing Supplement;
“Reference Rate” means either “USD LIBOR”, “GBP LIBOR”, “CAD LIBOR”, “EURIBOR”,
“CHF LIBOR”, “JPY LIBOR” or “NZD LIBOR”, in each case for the relevant period, as may be
specified in the Pricing Supplement;

76

“Regular Period” means:
(i) in the case of Subordinated Instruments where interest is scheduled to be paid only
by means of regular payments, each period from and including the Interest
Commencement Date to but excluding the first Interest Payment Date and each
successive period from and including one Interest Payment Date to but excluding the
next Interest Payment Date;
(ii) in the case of Subordinated Instruments where, apart from the first Interest Period,
interest is scheduled to be paid only by means of regular payments, each period from
and including a Regular Date falling in any year to but excluding the next Regular
Date, where “Regular Date” means the day and month (but not the year) on which
any Interest Payment Date falls; and
(iii) in the case of Subordinated Instruments where, apart from one Interest Period other
than the first Interest Period, interest is scheduled to be paid only by means of regular
payments, each period from and including a Regular Date falling in any year to but
excluding the next Regular Date, where “Regular Date” means the day and month
(but not the year) on which any Interest Payment Date falls other than the Interest
Payment Date falling at the end of the irregular Interest Period;
“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, in relation to any payment, whichever is the later of (a) the date on
which the payment in question first becomes due and (b) if the full amount payable has not
been received in the Principal Financial Centre of the currency of payment by the Fiscal Agent
on or prior to such due date, the date on which (the full amount having been so received)
notice to that effect has been given to the Holders in accordance with Condition 16;
“Relevant Financial Centre” has the meaning given in the Pricing Supplement;
“Relevant Nominating Body” means, in respect of any Reference Rate:
(a) the central bank for the currency to which such Reference Rate relates, or any central
bank or other supervisory authority which is responsible for supervising the
administrator of such Reference Rate; or
(b) any working group or committee established, approved or sponsored by, chaired or
co-chaired by or constituted at the request of (i) the central bank for the currency to
which such Reference Rate relates, (ii) any central bank or other supervisory authority
which is responsible for supervising the administrator of such Reference Rate, (iii) a
group of the aforementioned central banks or other supervisory authorities or (iv) the
Financial Stability Board or any part thereof;
“Relevant Screen Page” means the page, section or other part of a particular information
service (including, without limitation, the Reuters Monitor Money Rates Service) specified as
the Relevant Screen Page in the Pricing Supplement, or such other page, section or other
part as may replace it on that information service or such other information service, in each

77

case, as may be nominated by the Person providing or sponsoring the information appearing
there for the purpose of displaying rates or prices comparable to the Reference Rate;
“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);
“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 Instruments;
“Relevant Time” has the meaning given in the Pricing Supplement;
“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. 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 Instruments;
“Senior Creditors” means all depositors and other creditors (present and future) of the Issuer,
including all holders of the Issuer’s debt:

78

(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;
The Issuer shall be considered “Solvent” if: (i) it is able to pay its debts as they fall due; and
(ii) its Assets exceed its Liabilities;
“Solvency Condition” means the conditions set out in Condition 4.3;
“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 Instruments 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;
“Specified Currency” has the meaning given in the Pricing Supplement;
“Specified Office” has the meaning given in the Issue and Paying Agency Agreement;
“Specified Period” has the meaning given in the Pricing Supplement;
“Subsidiary” means, in relation to any Person (the “first Person”) at any particular time, any
other Person (the “second Person”):
(i) whose affairs and policies the first Person controls or has the power to control,
whether by ownership of share capital, contract, the power to appoint or remove
members of the governing body of the second Person or otherwise; or
(ii) whose financial statements are, in accordance with applicable law and generally
accepted accounting principles, consolidated with those of the first Person;
“Successor Reference Rate” means the rate which has been formally published, endorsed,
approved, recommended or recognised as a successor or replacement to the relevant
Reference Rate by any Relevant Nominating Body;
“Talon” means a talon for further Coupons;
“TARGET2” means the Trans-European Automated Real-Time Gross Settlement Express
Transfer payment system which utilises a single shared platform and which was launched on
19 November 2007;
“TARGET Settlement Day” means any day on which TARGET2 is operating credit or transfer
instructions in respect of euro;
“Tax Legislation” means (a) the Income Tax Assessment Act 1936 of Australia or the Income

79

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;
“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;
“VWAP” means, subject to any adjustments under Conditions 6.2 and 6.3, 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 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:
(i) 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
(ii) otherwise, the period for which the VWAP is to be calculated in accordance with these
Conditions;
“Westpac Group” means the Issuer and its controlled entities taken as a whole;
“Winding-Up” means the legal procedure for the liquidation of the Issuer commenced when:
(i) 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
(ii) an effective resolution is passed or deemed to have been 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 the Issuer (or any other procedure whereby the Issuer
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
the Issuer, constitutes a Winding-Up for the purposes of these Terms and Conditions; and

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“Write-off” has the meaning given to it in Condition 5.3(c). “Written-off” shall have a
corresponding meaning.
Interpretation
1.2 In these Terms and Conditions:
(a) if Talons are specified in the Pricing Supplement as being attached to the
Subordinated Instruments at the time of issue, references to Coupons shall be
deemed to include references to Talons;
(b) if Talons are not specified in the Pricing Supplement as being attached to the
Subordinated Instruments at the time of issue, references to Talons are not applicable;
(c) any reference to principal shall be deemed to include the Redemption Amount, any
Additional Amounts in respect of principal which may be payable under Condition 10.1
(unless Condition 10.1 is specified in the Pricing Supplement as being not applicable)
and any other amount in the nature of principal payable pursuant to these Terms and
Conditions;
(d) any reference to interest shall be deemed to include any Additional Amounts in
respect of interest which may be payable under Condition 10.1 (unless Condition 10.1
is specified in the Pricing Supplement as being not applicable), all amounts payable
pursuant to Condition 7 and any other amounts in the nature of interest payable
pursuant to these Terms and Conditions;
(e) if an expression is stated in Condition 1.1 to have the meaning given in the Pricing
Supplement, but the Pricing Supplement gives no such meaning or specifies that such
expression is “not applicable” then such expression is not applicable to the
Subordinated Instruments to which such Pricing Supplement relates;
(f) a reference to a matter which is described in the Prudential Standard is a reference
to that matter as it is updated, varied or replaced, and described in those Prudential
Standards, from time to time;
(g) a reference to an event occurring “after” the lapse of a period of time means the
relevant period of time not including the day on which the relevant event which
triggered the commencement of the period of time occurred;
(h) except where the context otherwise requires, a reference to any thing (including,
without limitation, any amount or Outstanding Principal Amount of any Subordinated
Instrument) is a reference to the whole or each part of it (including, without limitation,
the part or percentage of the Outstanding Principal Amount of a Subordinated
Instrument required to be Converted or Written-off); and
(i) if the provisions of these Terms and Conditions and/or the relevant Pricing
Supplement specifies any Early Redemption Amount (Adverse Tax Event), Early
Redemption Amount (Call), Early Redemption Amount (Regulatory Event), Early
Termination Amount, Final Redemption Amount, Interest Amount, Maximum

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Redemption Amount, Minimum Redemption Amount or Redemption Amount (as
applicable) (each a “Specified Amount”) on a per Calculation Amount basis, the
relevant Specified Amount in respect of a Subordinated Instrument shall be deemed
to be the relevant Specified Amount per Calculation Amount divided by the Calculation
Amount multiplied by the Outstanding Principal Amount of each such Subordinated
Instrument - i.e. a Specified Amount shall be calculated as follows:
Specified
Amount =



Specified Amount per Calculation
Amount

Calculation Amount




x


Outstanding Principal
Amount



2. Form and Denomination
2.1 Subordinated Instruments shall be issued in bearer form and shall be serially numbered.
2.2 Subject to the final sentence of this paragraph, the Pricing Supplement shall specify whether
U.S. Treasury Regulation §1.163-5(c)(2)(i)(D) (the “TEFRA D Rules”) or U.S. Treasury
Regulation §1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”) shall apply. Each Tranche of
Subordinated Instruments is represented upon issue by a temporary global Subordinated
Instrument (a “Temporary Global Instrument”), unless the Pricing Supplement specifies
otherwise and the TEFRA C Rules apply.
Where the Pricing Supplement applicable to a Tranche of Subordinated Instruments specifies
that the TEFRA C Rules apply, such Tranche is (unless otherwise specified in the Pricing
Supplement) represented upon issue by a permanent global Subordinated Instrument (a
“Permanent Global Instrument”).
Interests in the Temporary Global Instrument may be exchanged for:
(a) interests in a Permanent Global Instrument; or
(b) if so specified in the Pricing Supplement, definitive instruments in bearer form
(“Definitive Subordinated Instruments”).
Exchanges of interests in a Temporary Global Instrument for Definitive Instruments or, as the
case may be, a Permanent Global Instrument will be made only on or after the Exchange Date
(as specified in the Pricing Supplement) and (unless the Pricing Supplement specifies that
the TEFRA C Rules are applicable to the Subordinated Instruments) provided certification as
to the beneficial ownership thereof as required by U.S. Treasury regulations (in substantially
the form set out in the Temporary Global Instrument or in such other form as is customarily
issued in such circumstances by the relevant clearing system) has been received.
2.3 The bearer of any Temporary Global Instrument shall not (unless, upon due presentation of
such Temporary Global Instrument for exchange (in whole but not in part only) for a Permanent
Global Instrument or for delivery of Definitive Subordinated Instruments, such exchange or
delivery is improperly withheld or refused and such withholding or refusal is continuing at the

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relevant payment date) be entitled to receive any payment in respect of the Subordinated
Instruments represented by such Temporary Global Instrument which falls due on or after the
Exchange Date or be entitled to exercise any option on a date after the Exchange Date.
2.4 Unless the Pricing Supplement specifies that the TEFRA C Rules are applicable to the
Subordinated Instruments and subject to Condition 2.3 above, if any date on which a payment
of interest is due on the Subordinated Instruments of a Tranche occurs while any of the
Subordinated Instruments of that Tranche are represented by a Temporary Global Instrument,
the related interest payment will be made on the Temporary Global Instrument only to the
extent that certification as to the beneficial ownership thereof as required by U.S. Treasury
regulations (in substantially the form set out in the Temporary Global Instrument or in such
other form as is customarily issued in such circumstances by the relevant clearing system)
has been received by the Hong Kong Paying Agent (in the case of a Temporary Global
Instrument lodged with a sub-custodian for the CMU Service or (in any other case) by
Euroclear or Clearstream, Luxembourg or any other relevant clearing system. Payments of
interest due in respect of a Permanent Global Instrument will be made through Euroclear or
Clearstream, Luxembourg or the CMU Service or any other relevant clearing system without
any requirement for certification.
2.5 Interests in a Permanent Global Instrument will be exchanged by the Issuer in whole but not
in part only at the option of the Holder of such Permanent Global Instrument, for Definitive
Subordinated Instruments, (a) if an Event of Default (as defined below) occurs in respect of
any Subordinated Instrument of the relevant Series; or (b) if Euroclear or Clearstream,
Luxembourg or the CMU Service or any other relevant clearing system is closed for business
for a continuous period of fourteen days (other than by reason of public holidays) or announces
an intention to cease business permanently or in fact does so in both cases at the cost and
expense of the Issuer. If the Issuer does not make the required delivery of Definitive
Instruments by 6.00 p.m. (London time) on the thirtieth day after the day on which such
Permanent Global Instrument becomes due to be exchanged and, in the case of (a) above,
such Subordinated Instrument is not duly redeemed (or the funds required for such redemption
are not available to the Fiscal Agent for the purposes of effecting such redemption and remain
available for such purpose) by 6.00 p.m. (London time) on the thirtieth day after the day on
which such Subordinated Instrument became immediately redeemable, such Permanent
Global Instrument will become void in accordance with its terms but without prejudice to the
rights conferred by the Deed of Covenant.
2.6 Definitive Subordinated Instruments have attached thereto at the time of their initial delivery
coupons (“Coupons”), presentation of which will be a prerequisite to the payment of interest
save in certain circumstances specified herein. Definitive Subordinated Instruments, if so
specified in the Pricing Supplement, have attached thereto, at the time of their initial delivery,
a Talon for further coupons and the expression “Coupons” shall, where the context so requires,
include Talons.
Denomination
2.7 Subordinated Instruments will be in such denomination or denominations (each of which
denomination is integrally divisible by each smaller denomination) specified in the Pricing
Supplement or such other denominations as may be agreed between the Issuer and the
relevant Dealer save that the minimum denomination of each Subordinated Instrument will be

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€100,000 (or the equivalent amount in another currency). Subordinated Instruments of one
denomination may not be exchanged for Subordinated Instruments of any other denomination.
2.8 Where a Temporary Global Instrument, issued in bearer form, is to be cleared through
Euroclear or Clearstream, Luxembourg or any other relevant clearing system and is to be
exchangeable for Definitive Subordinated Instruments upon the Holder’s request, the
Subordinated Instruments may only be issued in such denominations as Euroclear or
Clearstream, Luxembourg or such other relevant clearing system will permit at that time.
2.9 If the Temporary Global Instrument, issued in bearer form, is exchangeable for a Definitive
Subordinated Instrument at the option of the Holders thereof, the Subordinated Instruments
shall be tradeable only in principal amounts of at least the Denomination (or, if more than one
Denomination, the lowest Denomination).
Currency of Subordinated Instruments
2.10 The Subordinated Instruments are denominated in such currency as may be specified in the
Pricing Supplement (the “Specified Currency”). Any currency may be so specified, subject to
compliance with all applicable legal and/or regulatory and/or central bank requirements.
3. Title and Transfer
3.1 Title to Subordinated Instruments and Coupons passes by delivery. References herein to the
“Holders” of Subordinated Instruments or of Coupons are to the bearers of such Subordinated
Instruments or such Coupons, as the case may be.
3.2 The Holder of any Subordinated Instrument, Coupon will (except as otherwise required by
applicable law or regulatory requirement) be treated as its absolute owner for all purposes
(whether or not it is overdue and regardless of any notice of ownership, trust or any interest
thereof or therein, any writing thereon, or any theft or loss thereof) and no person shall be
liable for so treating such Holder.
4. Status of the Subordinated Instruments - General
The Issuer is an 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 the Issuer 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 the Issuer, the Subordinated 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 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 the Issuer in a cover pool for

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covered bonds issued by the Issuer, 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 Instruments 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
Instrument will be substantial and these Terms and Conditions do not limit the amount of such
liabilities which may be incurred or assumed by the Issuer from time to time.
In addition, the Subordinated Instruments 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.
Acknowledgements
4.1 Each Holder by its purchase or holding of a Subordinated Instrument is taken to acknowledge
that:
(a) the Issuer intends that Subordinated Instruments 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 Instruments are subordinated in
the manner provided in Condition 4.2; and
(c) Subordinated Instruments are subject to Conversion or Write-off in accordance with
Conditions 5 and 6. There are two methods of loss absorption:
(i) Conversion, subject to possible Write-off in accordance with Condition 5.3;
or
(ii) Write-off without Conversion in accordance with Condition 5.3.
Unless the applicable Pricing Supplement specifies otherwise, the primary method of
loss absorption will be Conversion, subject to possible Write-off in accordance with
Condition 5.3.

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Status and Subordination
4.2
(a) Holders do not have any right to prove in a Winding-Up in respect of Subordinated
Instruments, except as permitted under Condition 4.4.
(b) Subordinated Instruments 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.
(c) Subordinated Instruments will not constitute protected accounts or deposit liabilities
of the Issuer in Australia for the purposes of the Banking Act.
Solvency Condition
4.3 Prior to a Winding-Up:
(a) the obligation of the Issuer to make any payment of principal or interest or Additional
Amounts in respect of Subordinated Instruments shall be conditional upon the Issuer
being Solvent at the time the payment or other amount owing becomes due; and
(b) no payment of principal or interest or Additional Amounts shall be made in respect of
Subordinated Instruments 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 shall be entitled to assume (unless the contrary
is proved) that the Issuer is, and will after any payment as aforesaid, be Solvent.
Until Subordinated Instruments have 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 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 such amount (whether or not such
date is otherwise an Interest Payment Date or other date on which such amount becomes
due); and (y) shall not constitute an Event of Default.

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Winding-Up
4.4 In a Winding-Up:
(a) Holders shall have no right or claim against the Issuer in respect of the principal of or
interest or Additional Amounts on Subordinated Instruments, to the extent any such
Subordinated Instruments have been Converted or Written-Off; and
(b) the rights and claims of Holders against the Issuer to recover any principal or interest
or Additional Amounts in respect of Subordinated Instruments 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 Instruments;
(ii) shall rank equally with the obligations of the Issuer to the holders of other
Subordinated Instruments 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 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 Instruments that have not been Converted or
Written-off (or that have been partially Converted or Written-off) shall only be entitled to prove
for any sums payable in respect of their Subordinated Instruments as a liability which is subject
to prior payment in full of Senior Creditors. Holders of Subordinated Instruments waive in
respect of any Subordinated Instrument or Coupon, 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. The
Holders will have no further or other claim on the Issuer in a Winding-Up, other than the claim
for the principal and interest and any Additional Amounts, as described above.
However, it is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having
occurred first and the Subordinated Instruments being Converted or Written-off. In that event:
• if the Subordinated Instruments have Converted into Ordinary Shares, Holders will
rank equally with existing holders of Ordinary Shares; and
• if the Subordinated Instruments are Written-off, all rights in relation to the
Subordinated Instruments 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 Instruments Converted into

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Ordinary Shares. In such an event, a Holder’s investment in the Subordinated
Instruments will lose all of its value and such Holder will not receive any
compensation.
No Set-Off
4.5 Neither the Issuer nor any Holder is entitled to set-off any amounts due in respect of
Subordinated Instruments held by the Holder against any amount of any nature owed by the
Issuer to the Holder or by the Holder to the Issuer.
Clawback
4.6 Each Holder by its purchase or holding of a Subordinated Instrument 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 Condition 4.2 or Condition 11.
Other provisions
4.7 Each Holder by its purchase or holding of a Subordinated Instrument is taken to have
irrevocably acknowledged and agreed:
(a) that each of Conditions 4.2 and 4.4 constitutes a debt subordination for the purposes
of section 563C of the Corporations Act 2001;
(b) without limiting its rights existing otherwise than as a Holder of a Subordinated
Instrument, that it must not exercise its voting or other rights as an unsecured creditor
in the Winding-Up in any jurisdiction until after all Senior Creditors have been paid in
full or otherwise to defeat, negate or in any way challenge the enforceability of the
subordination provision described in Conditions 4.2 and 4.4; and
(c) that the debt subordination effected by Conditions 4.2 and 4.4 are 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 either Condition
4.2 or 4.4 in relation to any Outstanding Subordinated Instruments.
Amendments affecting regulatory treatment
4.8 No amendment to the Terms and Conditions of a Subordinated Instrument 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 Instrument as Tier 2
Capital as described in the Prudential Standards.

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5. Non-viability, Conversion and Write-off
Non-Viability Trigger Event
5.1
(a) If a Non-Viability Trigger Event occurs, the Issuer must:
(i) subject to the limitations described in Condition 5.3, Convert; or
(ii) if the applicable Pricing Supplement specifies that the primary method of loss
absorption will be Write-off without Conversion in accordance with Condition
5.3, Write-off,
all Subordinated Instruments or, if paragraph (a) of the definition of “Non-Viability
Trigger Event” applies, subject to the provisions described in Condition 5.1(b), all or
some Subordinated Instruments (or a percentage of the Outstanding Principal
Amount of each Subordinated Instrument), such that the aggregate Outstanding
Principal Amount of all Subordinated Instruments Converted or Written-off, together
with the face value or 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 face value or 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 Instruments (or a
percentage of the Outstanding Principal Amount of each Subordinated Instrument),
as is necessary to satisfy APRA that the Issuer will no longer be non-viable).
(b) In determining the Subordinated Instruments or percentage of the Outstanding
Principal Amount of each Subordinated Instrument which must be Converted or
Written-Off in accordance with this Condition 5.1, the Issuer will:
(i) first, convert, write-off or write-down an amount of the face value or
outstanding principal amount of all outstanding Relevant Tier 1 Securities
before Conversion or Write-off of the Subordinated Instruments; and
(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 Instruments)
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 each
Subordinated Instrument and 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, write-off or write-down immediately), and, for
the purposes of this Condition 5.1(b)(ii), where the Specified Currency of the
outstanding principal amount of the Relevant Tier 2 Securities is not

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Australian dollars, the Issuer may for 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 Instruments or percentage of the Outstanding Principal
Amount of each Subordinated Instrument (as the case may be).
(c) If a Non-Viability Trigger Event occurs:
(i) the Subordinated Instruments or the percentage of the Outstanding Principal
Amount of each Subordinated Instrument 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 and 6. The Conversion or Write-off will be irrevocable;
(ii) the Issuer must give notice to Holders in accordance with Condition 16 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 (the “Non-Viability Trigger Event Date”) and the Subordinated
Instruments or percentage of the Outstanding Principal Amount of each
Subordinated Instrument which was Converted or, if Condition 5.3 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 Instruments 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.
Automatic Conversion or Write-off upon the occurrence of a Non-Viability Trigger Event
5.2 If a Non-Viability Trigger Event has occurred and all or some Subordinated Instruments are
(or a percentage of the Outstanding Principal Amount of each Subordinated Instrument is)
required to be Converted or Written-off in accordance with Condition 5.1, then:
(a) Conversion or Write-off of such Subordinated Instruments or percentage of the
Outstanding Principal Amount of each Subordinated Instrument will occur in
accordance with Condition 5.1 and, if applicable Condition 5.3, immediately upon the

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Non-Viability Trigger Event Date;
(b) in the case of Conversion and subject to Condition 6.10, a Holder of a Subordinated
Instrument that has been Converted in whole or in part in accordance with Condition
5.1 will be entitled to (i) the Conversion Number of Ordinary Shares in respect of such
Subordinated Instruments or percentage of the Outstanding Principal Amount of each
Subordinated Instrument held by such Holder so Converted in accordance with
Condition 6.1, and (ii) unless the Subordinated Instruments shall have been
Converted or Written-off in full, to Subordinated Instruments with an Outstanding
Principal Amount equal to the aggregate of the remaining percentage of the
Outstanding Principal Amount of each Subordinated Instrument held by such Holder,
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
Instruments 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 Ordinary Share register); and
(c) a Holder of Subordinated Instruments has no further right or claim under these Terms
and Conditions in respect of such Subordinated Instruments or percentage of the
Outstanding Principal Amount of each Subordinated Instrument so Converted or
Written-off (including to payments of interest, accrued but unpaid interest, any
Additional Amounts and the repayment of the Outstanding Principal Amount), except
the Holder’s entitlement, if any, to Subordinated Instruments which have not been
required to be Converted or Written-off or Subordinated Instruments representing the
Outstanding Principal Amount of such Subordinated Instruments which have not been
required to be Converted or Written-off and, in the case of Conversion, subject to
Condition 6.10, to the Conversion Number of Ordinary Shares issuable in accordance
with Condition 6.
No further rights
5.3 If:
(a) for any reason, Conversion of a Subordinated Instrument (or a percentage of the
Outstanding Principal Amount of each Subordinated Instrument) required to be
Converted under Condition 5.1 does not occur within 5 ASX Business Days after the
Non-Viability Trigger Event Date; or
(b) the applicable Pricing Supplement specifies that the primary method of loss
absorption will be Write-off without Conversion in accordance with Condition 5.3,
then:
(c) the relevant Holders’ rights and claims under these Terms and Conditions in relation
to such Subordinated Instruments or the percentage of the Outstanding Principal
Amount of such Subordinated Instruments to be Converted or Written-off (including
to payments of interest, accrued but unpaid interest and any Additional Amounts, and
the repayment of the Outstanding Principal Amount and, in the case of Conversion,

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to be issued with the Conversion Number of Ordinary Shares in respect of such
Subordinated Instruments or percentage of the Outstanding Principal Amount of each
Subordinated Instrument), 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 Instruments shall be reduced
on the Non-Viability Trigger Event Date by the Outstanding Principal Amount of the
Subordinated Instruments to be Converted or Written-off, as determined in
accordance with Conditions 5.1(a) and (b) and any interest, accrued but unpaid
interest and any Additional Amounts shall be correspondingly reduced.
Consent to receive Ordinary Shares and other acknowledgements
5.4 Subject to any Write-off required in accordance with Condition 5.3, each Holder by its purchase
or holding of a Subordinated Instrument shall be taken to have irrevocably agreed that:
(a) upon Conversion in accordance with Condition 5 and Condition 6, 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 that it does not wish
to receive Ordinary Shares as a result of Conversion, or (y) it is an Ineligible Holder,
or (z) it has not satisfied the requirements of Condition 6.10 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
Instruments, including:
(i) any change in the financial position of the Issuer since the issue of the
Subordinated Instruments;
(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 Instruments;
(c)
(i) Conversion is not subject to any conditions other than those expressly
provided for in Condition 5 and Condition 6;
(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 Instruments;
(iii) it will not have any rights to vote in respect of any Conversion (whether as a
Holder of a Subordinated Instrument or as a prospective holder of an
Ordinary Share); and

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(iv) notwithstanding Condition 6.9, Ordinary Shares issued on Conversion may
not be quoted at the time of Conversion or at all;
(d) where Condition 5.3 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) it has no remedies on account of the failure of the Issuer to issue Ordinary Shares in
accordance with Condition 6 other than, subject to Condition 5.3, to seek specific
performance of the Issuer’s obligation to issue Ordinary Shares.
Issue of ordinary shares of successor holding company
5.5 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 Terms and
Conditions may be amended in accordance with Condition 6.14.
No Conversion at the option of the Holders
5.6 Holders do not have a right to request Conversion of their Subordinated Instruments at any
time.
Priority of early Conversion obligations
5.7 A Conversion or Write-off required because of a Non-Viability Trigger Event shall take place
on the date, and in the manner, described herein or in the applicable Pricing Supplement,
notwithstanding any redemption as described herein or in the applicable Pricing Supplement.
No rights before Conversion
5.8 Before Conversion, a Subordinated Instrument 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 Terms and Conditions or in an applicable Pricing
Supplement.
6. Procedures for Conversion
Conversion
6.1 On the Non-Viability Trigger Event Date, subject to Condition 5.3 and Condition 6.10, the
following provisions will apply.

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(a) The Issuer will allot and issue the Conversion Number of Ordinary Shares for each
Subordinated Instrument to each Holder. 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 Pricing Supplement or, (y) if no Conversion Number and no such
provisions are specified in the Pricing Supplement, calculated according to the
following formula:


Conversion Number for each Subordinated Instrument =
Outstanding Principal Amount of the
Subordinated Instrument (translated
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, as
adjusted in accordance with Condition 6.13.
P means the number specified in the Pricing Supplement.
VWAP means the VWAP during the VWAP Period.
Maximum Conversion Number means a number calculated according to the
following formula:
Maximum Conversion Number for =
each Subordinated Instrument
Outstanding Principal Amount of the
Subordinated Instrument (translated
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, as
adjusted in accordance with Condition 6.13.
If any Subordinated Instruments are Converted following a Non-Viability Trigger Event,

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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 Instruments. 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, each Holder’s rights in relation to each Subordinated
Instrument (including to payment of interest, if any, with respect to such Outstanding
Principal Amount) 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 Instruments to be Converted as determined in accordance with
Condition 5.1, and the Issuer will apply such Outstanding Principal Amount of each
such Subordinated Instrument 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 is to be applied
as provided for in this Condition 6.1 without delay (notwithstanding any other
provisions in these Terms and 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
Instruments 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, where Subordinated Instruments are to be Converted, the
Issuer will allot and issue the Ordinary Shares to the Holder on the basis of the
Holder’s name and address provided to the Issuer 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 of a different name and address; and
(ii) provided such other information as is reasonably requested by the Issuer
(including, without limitation, details of the Holder’s 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.
Adjustments to VWAP generally
6.2 For the purposes of calculating VWAP under Condition 6.1:
(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

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distribution or entitlement and Subordinated Instruments 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 Instruments 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.
Adjustments to VWAP for capital reconstruction
6.3
(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:

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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.
(b) Any adjustment made by the Issuer in accordance with Condition 6.3(a) will be
effective and binding on Holders under these Terms and Conditions and these Terms
and Conditions will be construed accordingly.
Adjustments to Issue Date VWAP generally
6.4 For the purposes of determining the Issue Date VWAP under Condition 6.1, adjustments will
be made in accordance with Conditions 6.2 and 6.3 during the period in which the Issue Date
VWAP is determined. 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, 6.6 and 6.7; and
(b) if so made, will be effective and binding on Holders under these Terms and Conditions
and these Terms and Conditions will be construed accordingly.
Adjustments to Issue Date VWAP for bonus issues
6.5
(a) Subject to Conditions 6.5(b) and 6.5(c), if at any time after the Issue Date of the
Subordinated Instruments, 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,

97

share purchase plan or a dividend reinvestment plan.
(c) For the purposes of this Condition 6.5, 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.
(d) No adjustments to the Issue Date VWAP will be made under this Condition 6.5 for
any offer of Ordinary Shares not covered by Condition 6.5(a) above, including a rights
issue or other essentially pro rata issues.
(e) The fact that no adjustment is made for an issue of Ordinary Shares except as
covered by Condition 6.5(a) above shall not in any way restrict the Issuer from issuing
Ordinary Shares at any time on such terms as it sees fit nor require any consent or
concurrence of Holders.
(f) Any adjustment made by the Issuer in accordance with Condition 6.5(a) above will be
effective and binding on Holders.
Adjustments to Issue Date VWAP for capital reconstruction
6.6
(a) 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:
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.
(b) Any adjustment made by the Issuer in accordance with Condition 6.6(a) above will be
effective and binding on Holders.
(c) Each Holder acknowledges that the Issuer may consolidate, divide, or reclassify
Ordinary Shares so that there is a lesser or greater number of Ordinary Shares at any
time in its absolute discretion without any such action requiring any consent or
concurrence of Holders.