Appendix 3B

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 1
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.

Name of entity
Westpac Banking Corporation (Westpac)

ABN
33 007 457 141

We (the entity) give ASX the following information.

Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1 Class of securities issued or to
be issued
Tranche No. 1 of Series 2019-7 fully paid callable floating rate
subordinated notes due August 2029 (“Series 2019-7 Notes”)



2 Number of securities issued or
to be issued (if known) or
maximum number which may be
issued
10,000 Series 2019-7 Notes




3 Principal terms of the securities
(eg, if options, exercise price
and expiry date; if partly paid
securities, the amount
outstanding and due dates for
payment; if convertible
securities, the conversion price
and dates for conversion)
The Series 2019-7 Notes are fully paid subordinated notes paying
floating rate interest in denominations of A$100,000 as more fully
described in the Information Memorandum dated 20 July 2018 and
the Pricing Supplement dated 23 August 2019 (which is attached to
this Appendix 3B).


4 Do the securities rank equally in
all respects from the issue date
with an existing class of quoted
securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
In a Winding-Up of Westpac, the Series 2019-7 Notes rank for
payment ahead of Ordinary Shares and any other Junior Ranking
Capital Instruments, equally among themselves and with Equal
Ranking Instruments and behind the claims of Senior Creditors.
If the Series 2019-7 Notes have been Converted into Ordinary
Shares, those Ordinary Shares will rank equally with other holders of
Ordinary Shares.

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 2
• the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment

5 Issue price or consideration

A$100,000 fully paid per Series 2019-7 Note

6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
The net proceeds of the issue of the Series 2019-7 Notes will be
used for Westpac's general corporate purposes.

The Series 2019-7 Notes are expected to satisfy the requirements of
the Australian Prudential Regulation Authority to qualify as Tier 2
Capital of Westpac.


6a Is the entity an eligible entity
that has obtained security
holder approval under rule
7.1A?

If Yes, complete sections 6b –
6h in relation to the +securities
the subject of this Appendix 3B,
and comply with section 6i
Not Applicable

6b The date the security holder
resolution under rule 7.1A was
passed
Not Applicable

6c Number of securities issued
without security holder approval
under rule 7.1
Not Applicable

6d Number of securities issued with
security holder approval under
rule 7.1A
Not Applicable

6e Number of securities issued with
security holder approval under
rule 7.3, or another specific
security holder approval (specify
date of meeting)

Not Applicable

6f Number of securities issued
under an exception in rule 7.2
Not Applicable

6g If securities issued under rule
7.1A, was issue price at least
75% of 15 day VWAP as
calculated under rule 7.1A.3?
Not Applicable

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 3
Include the issue date and both
values. Include the source of
the VWAP calculation.


6h If securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of consideration
was released to ASX Market
Announcements
Not Applicable


6i Calculate the entity’s remaining
issue capacity under rule 7.1
and rule 7.1A – complete
Annexure 1 and release to ASX
Market Announcements
Not Applicable


7 Issue dates
Note: The issue date may be
prescribed by ASX (refer to the
definition of issue date in rule
19.12). For example, the issue date
for a pro rata entitlement issue must
comply with the applicable timetable
in Appendix 7A.

27 August 2019

8 Number and class of all
securities quoted on ASX
(including the securities in clause
2 if applicable)

Number Class
3,489,928,773 Fully Paid Ordinary Shares

3,900
Series 2010-1 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHAM
24,500 Series 2015-1 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBF
3,250 Series 2015-2 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBE
27,000 Series 2015-9 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBI
2,000 Series 2015-10 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBJ
30,500 Series 2015-15 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBL
1,750 Series 2015-16 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBM
4,250 Series 2015-20 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBN

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 4
7,000 Series 2016-1 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHBP
5,000 Series 2016-3 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBR
21,000 Series 2016-4 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBS
23,500 Series 2017-1 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBX
2,500 Series 2017-2 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBY
23,750 Series 2017-5 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCC
3,000 Series 2017-6 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCD
2,500 Series 2018-1 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHCF
23,500 Series 2018-2 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCH
2,500 Series 2018-3 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCI
500 Series 2018-4 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCJ
7,250 Series 2018-5 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHCK
500 Series 2018-6 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCL
5,500 Series 2018-7 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCM
15,000 Series 2018-8 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCN
3,000 Series 2018-9 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCO
24,500 Series 2018-10 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCP
400 Series 2019-1 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCQ
19,000 Series 2019-2 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCR
3,500 Series 2019-3 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCS
15,000 Series 2019-4 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCT
17,000 Series 2019-5 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCU

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 5
3,000 Series 2019-6 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCV
10,000 Series 2019-7 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHCW
13,105,705 Westpac Capital Notes 2 ASX Code WBCPE
13,244,280 Westpac Capital Notes 3 ASX Code WBCPF
17,020,534 Westpac Capital Notes 4 ASX Code WBCPG
16,903,383 Westpac Capital Notes 5 ASX Code WBCPH
14,230,580 Westpac Capital Notes 6 ASX Code WBCPI
Series 1183 CNY1,250,000,000 Fixed Rate Subordinated
Instruments due February 2025 ASX Code WBCHBG
Series 1187 AUD350,000,000 Fixed Rate Subordinated Instruments
due March 2027 ASX Code WBCHBH
Series 1198 SGD325,000,000 Fixed Rate Subordinated Instruments
due August 2027 ASX Code WBCHBK
Series 1227 USD100,000,000 Fixed Rate Subordinated Instruments
due February 2046 ASX Code WBCHBO
Series 1267 JPY10,000,000,000 Fixed Rate Subordinated
Instruments due June 2026 ASX Code WBCHBT
Series 1269 AUD175,000,000 Fixed Rate Subordinated Instruments
due June 2028 ASX Code WBCHBU
Series 1331 HKD600,000,000 Fixed Rate Subordinated Instruments
due July 2027 ASX Code WBCHBZ
Series 1333 AUD350,000,000 Fixed Rate Subordinated Instruments
due August 2029 ASX Code WBCHCA
Series 1361 AUD185,000,000 Fixed Rate Subordinated Instruments
due February 2048 ASX Code WBCHCE
Series 1371 AUD130,000,000 Fixed Rate Subordinated Instruments
due March 2048 ASX Code WBCHCG

Number Class
9 Number and class of all
securities not quoted on ASX
(including the securities in
clause 2 if applicable)

840,679 Chief Executive Officer Long Term Variable
Reward Plan
788,075 Westpac Performance Plan
4,554,589 Westpac Long Term Variable Reward Plan
USD1.25 billion 5.00% Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities

10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Not Applicable

Part 2 - Pro rata issue

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 6

11 Is security holder approval
required?
Not Applicable

12 Is the issue renounceable or
non-renounceable?
Not Applicable

13 Ratio in which the securities will
be offered
Not Applicable

14 Class of securities to which the
offer relates
Not Applicable

15 Record date to determine
entitlements
Not Applicable

16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
Not Applicable

17 Policy for deciding entitlements
in relation to fractions
Not Applicable

18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how
their entitlements are to be dealt with.
Not Applicable

19 Closing date for receipt of
acceptances or renunciations
Not Applicable

20 Names of any underwriters
Not Applicable

21 Amount of any underwriting fee
or commission
Not Applicable

22 Names of any brokers to the
issue
Not Applicable

23 Fee or commission payable to
the broker to the issue
Not Applicable

24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
Not Applicable

25 If the issue is contingent on
security holders’ approval, the
date of the meeting
Not Applicable

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 7
26 Date entitlement and
acceptance form and offer
documents will be sent to
persons entitled
Not Applicable

27 If the entity has issued options,
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
Not Applicable

28 Date rights trading will begin (if
applicable)
Not Applicable

29 Date rights trading will end (if
applicable)
Not Applicable

30 How do security holders sell
their entitlements in full through
a broker?
Not Applicable

31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
Not Applicable

32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
Not Applicable

33 Issue date
Not Applicable


Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities
(tick one)

(a)


Securities described in Part 1

(b)
All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that
become fully paid, employee incentive share securities when restriction ends, securities issued
on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35
If the securities are equity securities, the names of the 20 largest holders of the additional

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 8
securities, and the number and percentage of additional securities held by those holders

36 If the securities are equity securities, a distribution schedule of the additional securities setting
out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over

37 A copy of any trust deed for the additional securities

Entities that have ticked box 34(b)

38 Number of securities for which quotation is
sought
Not Applicable


39 Class of securities for which quotation is sought
Not Applicable

40
Do the securities rank equally in all respects from
the date of allotment with an existing class of
quoted securities?

If the additional securities do not rank equally,
please state:
• the date from which they do
• the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or
interest payment
• the extent to which they do not rank equally,
other than in relation to the next dividend,
distribution or interest payment
Not Applicable

41 Reason for request for quotation now
Example: In the case of restricted securities, end
of restriction period

(if issued upon conversion of another security,
clearly identify that other security)
Not Applicable

42 Number and class of all securities quoted on ASX
(including the securities in clause 38)
Number Class

Not Applicable
Quotation agreement

1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the
securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the securities to be quoted complies with the law and is not for an illegal
purpose.

• There is no reason why those securities should not be granted quotation.

• An offer of the securities for sale within 12 months after their issue will not require
disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the
securities in order to be able to give this warranty

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 9
• Section 724 or section 1016E of the Corporations Act does not apply to any applications
received by us in relation to any securities to be quoted and that no-one has any right to
return any securities to be quoted under sections 737, 738 or 1016F of the Corporations
Act at the time that we request that the securities be quoted.

• If we are a trust, we warrant that no person has the right to return the securities to be
quoted under section 1019B of the Corporations Act at the time that we request that the
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or
expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or
document not available now, will give it to ASX before quotation of the securities begins. We
acknowledge that ASX is relying on the information and documents. We warrant that they are
(will be) true and complete.

Sign here: ............................................................ Date: 27 August 2019
Company Secretary

Print name: Timothy Hartin

Series No.: 2019-7

Tranche No.: 1






Westpac Banking Corporation
(ABN 33 007 457 141)

Debt Issuance Programme

Issue of

A$1,000,000,000 Callable Floating Rate Subordinated Notes due 27 August 2029
(“Subordinated Notes”)
The date of this Supplement is 23 August 2019.
This Supplement (as referred to in the Information Memorandum in relation to the above Programme
dated 20 July 2018 (“Information Memorandum”)) relates to the Tranche of Subordinated Notes
referred to above. It is supplementary to, and should be read in conjunction with the Subordinated Note
Deed Poll dated 5 March 2014 made by Westpac Banking Corporation (“Deed Poll”) and the
Information Memorandum.
This Supplement does not constitute, and may not be used for the purposes 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 offer or solicitation, and no action is being taken to permit an offering of the
Subordinated Notes or the distribution of this Supplement in any jurisdiction where such action is
required.
Terms used but not otherwise defined in this Supplement have the meaning given in the applicable
Conditions set forth in the Information Memorandum.
The particulars to be specified in relation to the Tranche of Subordinated Notes referred to above are as
follows:
1.

Issuer
: Westpac Banking Corporation
(ABN 33 007 457 141)
2. Lead Manager
: Westpac Banking Corporation
(ABN 33 007 457 141)
3. Relevant Dealer
: Westpac Banking Corporation
(ABN 33 007 457 141)
4. Registrar and Australian Paying
Agent
: BTA Institutional Services Australia Limited (ABN
48 002 916 396) of Level 2, 1 Bligh Street,
Sydney NSW 2000

5. Calculation Agent
: BTA Institutional Services Australia Limited
(ABN 48 002 916 396)
6. Issuing and Paying Agent (Offshore)
: Not applicable
7. If to form a single Series with an
existing Series, specify date on
which all Subordinated Notes of the
Series become fungible, if not the
Issue Date
: Not applicable
8. Status
: Subordinated. The primary method of loss
absorption is Conversion, subject to possible
Write-off in accordance with Condition 5.3
For the purposes of:
• the formula in Condition 6.1(a) to be used
for calculating the Conversion Number, P
is 0.99; and
• Condition 6.10(b), the Clearing System
Cut-off Date is 10 Business Days prior to
the Non-Viability Trigger Event Date.
9. Currency
:
Australian dollars (“A$”)
10. Aggregate Principal Amount of
Tranche
: A$1,000,000,000
11. If interchangeable with existing
Series, Series No.
: Not applicable
12. Issue Date
: 27 August 2019
13. Issue Price
: 100 per cent. per Denomination
14. Commissions Payable
: As set out in the Subscription Acknowledgement
dated 23 August 2019 between the Issuer and the
Lead Manager and Dealer
15. Selling Concession
: Not applicable
16. Purchase Price
: A$100,000 fully paid per Denomination
17. Denomination
: A$100,000
The minimum aggregate consideration for offers
or transfers of the Subordinated Notes in Australia
must be at least A$500,000 (disregarding moneys
lent by the transferor or its associates to the
transferee), unless the offer or invitation resulting
in the transfer does not otherwise require
disclosure to investors in accordance with Part
6D.2 or Chapter 7 of the Corporations Act 2001 of
Australia.
18. Partly Paid Senior Notes
: Not applicable

19. Type of Debt Instruments
: Floating Rate Subordinated Notes
20. If interest-bearing, specify which of
the relevant Conditions is
applicable, and then specify the
matters required for the relevant
Condition, namely
:
Condition 7.3 is applicable
21. Fixed Rate Debt Instruments
: Not applicable
22. Floating Rate Debt Instruments
: Applicable
Interest Commencement Date, if not
Issue Date
: Issue Date
Interest Rate
: Condition 7.3(b)(ii) (Screen Rate Determination) is
applicable
Interest Payment Dates
: Each 27 February, 27 May, 27 August, and 27
November, commencing 27 November 2019 to
and including the Maturity Date, subject to
adjustment in accordance with the Applicable
Business Day Convention
Applicable Business Day
Convention
- for Interest Payment Dates:
- for Interest Period End Dates:
- for Maturity Date:
- any other date:
:

Modified Following Business Day Convention
Modified Following Business Day Convention
Modified Following Business Day Convention
Not applicable
Additional Business Centre(s)
: Sydney
Relevant Screen Page
: “AVG MID” on Thomson Reuters Screen BBSW
Page
Relevant Time
: 10.30am, Sydney time
Reference Rate
: 3 month BBSW
Reference Banks
: Not applicable
Relevant Financial Centre
: Sydney
Interest Determination Date
: The first day of each Interest Period
Margin
: Plus 1.98 per cent. per annum
Day Count Fraction
: Actual/365 (Fixed)
Fallback Interest Rate
: Not applicable
23. Other rates
: Not applicable
24. Accrual of interest
: Not applicable
25. Reference Price
: Not applicable

26. Maturity Date
: 27 August 2029
27. Maturity Redemption Amount
: 100% of the Outstanding Principal Amount
28. Early Redemption Amount (Call)

Specify if applicable
: Condition 8.3 is applicable, but only in respect of
the Interest Payment Date scheduled to fall on 27
August 2024 and each Interest Payment Date
thereafter
Specify minimum notice period
: 15 days
Specify maximum notice period
: 45 days
Specify any additional conditions to
exercise the call option
: Not applicable
Specify first date on which the call
option may be exercised in the case
of Subordinated Notes
: 27 August 2024
Specify if Early Redemption Amount
(Call) is not the Outstanding
Principal Amount, together with
accrued interest (if any) thereon of
the Subordinated Notes, insert
amount or full calculation
provisions
: Not applicable
Specify whether redemption is
permitted in respect of some only of
the Subordinated Notes and, if so,
any minimum aggregate principal
amount and the means by which
Subordinated Notes will be selected
for redemption
:
Yes, the Issuer may redeem all or some
Subordinated Notes at its discretion under
Condition 8.3
29. Early Redemption Amount (Adverse
Tax Event)


Specify if applicable
: Condition 8.4 is applicable
Specify minimum notice period
: 15 days
Specify maximum notice period
: 45 days
Specify any additional conditions to
exercise of option
: Not applicable
Specify if Early Redemption Amount
(Adverse Tax Event) is not the
Outstanding Principal Amount,
together with accrued interest (if
any) thereon of the Subordinated
Notes, insert amount or full
calculation provisions
: Not applicable

Specify whether redemption is
permitted in respect of some only of
the Subordinated Notes and, if so,
any minimum aggregate principal
amount and the means by which
Subordinated Notes will be selected
for redemption
:
Not applicable
30. Early Redemption Amount
(Regulatory Event)


Specify if applicable
: Condition 8.5 is applicable
Specify minimum notice period
: 15 days
Specify maximum notice period
: 45 days
Specify any additional conditions to
exercise of option
: Not applicable
Specify if Early Redemption Amount
(Regulatory Event) is not the
Outstanding Principal Amount,
together with accrued interest (if
any) thereon of the Subordinated
Notes, insert amount or full
calculation provisions
: Not applicable
Specify whether redemption is
permitted in respect of some only of
the Subordinated Notes and, if so,
any minimum aggregate principal
amount and the means by which
Subordinated Notes will be selected
for redemption
:
Not applicable
31. Early Termination Amount


If Early Termination Amount is not
the Outstanding Principal Amount of
the Subordinated Notes, insert
amount or full calculation
provisions
:
Not applicable
Specify if Holders are not to receive
accrued interest on early
redemption on default
:
Not applicable
32. Deed Poll
: Subordinated Note Deed Poll dated 5 March 2014
33. Taxation
: Condition 10.8 is applicable
34. Other relevant terms and conditions
: Not applicable
35. ISIN
: AU3FN0049672
36. Common Code
: 204596956

37. Common Depository
: Not applicable
38. Austraclear Number
: WP2240
39. Any Clearing System other than
Euroclear / Clearstream /
Austraclear
: Not applicable
40. Settlement procedures
: Customary medium term note settlement and
payment procedures apply
41. U.S. selling restrictions
: As set out in the Information Memorandum
42. Distribution of Information
Memorandum
: As set out in the Information Memorandum
43. Other selling restrictions
: As set out in the Information Memorandum
44. Australian interest withholding tax
: The Issuer intends to issue the Subordinated
Notes in a manner consistent with the public offer
test set out in section 128F(3) of the Income Tax
Assessment Act 1936 of Australia (the “Tax Act”).
If the requirements of section 128F of the Tax Act
are not satisfied, Condition 10.8 will be applicable
(subject to Item 33 above), and accordingly the
Issuer may, subject to certain exceptions, be
obliged to pay Additional Amounts in accordance
with Condition 10.8.
See also the section of the Information
Memorandum entitled “Australian Taxation”.
45. Transaction Documents
: Not applicable
46. Listing
: It is intended that the Subordinated Notes will be
quoted on the Australian Securities Exchange’s
wholesale interest rate securities market.
47. Events of Default
: Condition 9 is applicable
48. Additional or alternate newspapers
: Not applicable
49. Stabilisation Manager
: Not applicable
50. Other amendments
: The “Conditions of the Subordinated Notes”
contained in the Information Memorandum are
amended as set out in the Schedule
51. Other disclosure
: Notification under Section 309B of the Securities
and Futures Act, Chapter 289 of Singapore: The
Notes are prescribed capital markets products (as
defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment
Products).

Schedule

The following amendments are made to the Conditions of the Subordinated Notes:

1. The following definitions are inserted into Condition 1.1:
“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 Australian or 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 Australian or 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 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;

“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) a public statement by the supervisor of the administrator of the relevant Reference
Rate that the relevant Reference Rate is no longer representative; or
(v) it has become unlawful for any relevant Agent, the Issuer or any other party to
calculate any payments due to be made to any holder of the Subordinated Notes
using the relevant Reference Rate;
“Independent Adviser” means a reputable independent financial institution operating in
Australia or of international repute or other independent financial adviser experienced in the
Australian and/or international debt capital markets (as applicable);
“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 or (iii) a
group of the aforementioned central banks or other supervisory authorities;
“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;

2. The following new Condition 7.6 is inserted:
7.6 Benchmark replacement
No Successor Reference Rate, Alternative Reference Rate and/or Adjustment Spread may
be used by the Issuer pursuant to this Condition 7.6 without the prior written approval of
APRA. Such approval is at the discretion of APRA and may or may not be given.
Notwithstanding the provisions above in this Condition 7, if the Issuer determines that a
Benchmark Event has occurred in respect of a Reference Rate where any Interest Rate (or
any component thereof) remains to be determined by reference to such Reference Rate, then
the following provisions shall apply to the relevant Subordinated Notes:
(a) the Issuer shall use reasonable endeavours to appoint an Independent Adviser, at the
Issuer’s own expense, to determine a Successor Reference Rate or, if such
Independent Adviser is unable so to determine a Successor Reference Rate, an
Alternative Reference Rate and, in each case, an Adjustment Spread (if any) (in any
such case, acting in good faith and in a commercially reasonable manner) for the
purposes of determining the Interest Rate applicable to the Subordinated Notes for all

future Interest Accrual Periods (subject to the subsequent operation of this Condition
7.6);
(b) subject to paragraph (c) of this Condition 7.6, if
(1) the relevant Independent Adviser (acting in good faith and in a commercially
reasonable manner), no later than five Business Days prior to the Interest
Determination Date relating to the next Interest Accrual Period (the “IA
Determination Cut-off Date”) determines a Successor Reference Rate or, if
such Independent Adviser fails so to determine a Successor Reference Rate,
an Alternative Reference Rate and, in each case, an Adjustment Spread (if
any) (in any such case, acting in good faith and in a commercially reasonable
manner) for the purposes of determining the Interest Rate applicable to the
Subordinated Notes for all future Interest Accrual Periods (subject to the
subsequent operation of this Condition 7.6 during any other future Interest
Accrual Period(s)); or
(2) the Issuer is unable to appoint an Independent Adviser, or the Independent
Adviser appointed by the Issuer in accordance with paragraph (a) of this
Condition 7.6 fails to determine a Successor Reference Rate or an
Alternative Reference Rate prior to the relevant IA Determination Cut-off
Date, the Issuer (acting in good faith and in a commercially reasonable
manner), no later than three Business Days prior to the Interest
Determination Date relating to the next Interest Accrual Period (the “Issuer
Determination Cut-off Date”), determines a Successor Reference Rate or, if
the Issuer fails to determine a Successor Reference Rate, an Alternative
Reference Rate (as applicable) and, in each case, an Adjustment Spread (if
any) (in any such case, acting in good faith and in a commercially reasonable
manner) for the purposes of determining the Interest Rate applicable to the
Subordinated Notes for all future Interest Accrual Periods (subject to the
subsequent operation of this Condition 7.6 during any other future Interest
Accrual Period(s));
then:
(3) such Successor Reference Rate or Alternative Reference Rate (as
applicable) shall be the Reference Rate for all future Interest Accrual Periods
(subject to the subsequent operation of this Condition 7.6 during any other
future Interest Accrual Period(s)).
Without prejudice to the definitions thereof, for the purposes of determining a
Successor Reference Rate or Alternative Reference Rate, the Issuer will take
into account relevant and applicable market precedents as well as any
published guidance from relevant associations involved in the establishment
of market standards and/or protocols in the Australian or international debt
capital markets (as applicable) and such other materials as the Issuer, acting
in good faith and in a commercially reasonable manner, considers
appropriate; and
(4) If the relevant Independent Adviser or the Issuer (as applicable), acting in
good faith and in a commercially reasonable manner:
I. determines that an Adjustment Spread is required to be applied to
the Successor Reference Rate or Alternative Reference Rate (as
applicable) and determines the quantum of, or a formula or
methodology for determining, such Adjustment Spread, then such
Adjustment Spread shall be applied to such Successor Reference
Rate or Alternative Reference Rate (as applicable) for all future

Interest Accrual Periods (subject to the subsequent operation of this
Condition 7.6); or
II. is unable to determine the quantum of, or a formula or methodology
for determining, an Adjustment Spread, or determines that no such
Adjustment Spread is required, then such Successor Reference Rate
or Alternative Reference Rate (as applicable) will apply without an
Adjustment Spread for all future Interest Accrual Periods (subject to
the subsequent operation of this Condition 7.6).
Without prejudice to the definition thereof, for the purposes of
determining an Adjustment Spread (if any), the Issuer will take into
account relevant and applicable market precedents as well as any
published guidance from relevant associations involved in the
establishment of market standards and/or protocols in the Australian
or international debt capital markets (as applicable) and such other
materials as the Issuer, acting in good faith and in a commercially
reasonable manner, considers appropriate.
(c) Notwithstanding paragraph (b) above, if
(1) the Independent Adviser appointed by the Issuer in accordance with
paragraph (a) of this Condition 7.6 notifies the Issuer prior to the IA
Determination Cut-off Date that it has determined that no Successor
Reference Rate or Alternative Reference Rate exists;
(2) the Independent Adviser appointed by the Issuer in accordance with
paragraph (a) of this Condition 7.6 fails to determine a Successor Reference
Rate or an Alternative Reference Rate prior to the relevant IA Determination
Cut-off Date, without notifying the Issuer as contemplated in sub-paragraph
(c)(1) of this Condition 7.6, and the Issuer (acting in good faith and in a
commercially reasonable manner) determines prior to the IA Determination
Cut-off Date that no Successor Reference Rate or Alternative Reference Rate
exists; or
(3) neither a Successor Reference Rate nor an Alternative Reference Rate is
otherwise determined in accordance with paragraph (2) above prior to the
Issuer Determination Cut-off Date,
the Interest Rate applicable to the Subordinated Notes shall be (in respect of Floating
Rate Subordinated Notes) the Interest Rate as at the last preceding Interest
Determination Date or (in respect of a reset of the Interest Rate for Fixed Rate
Subordinated Notes) the Interest Rate as at the last preceding reset date or, if none,
as at the Interest Commencement Date.
This paragraph (c) shall apply to the relevant Interest Accrual Period or reset date
only. Any subsequent Interest Accrual Period(s) or reset date(s) shall be subject to
the operation of this Condition 7.6.
(d) An Independent Adviser appointed pursuant to this Condition 7.6 will act in good faith
and in a commercially reasonable manner, and (in the absence of bad faith, gross
negligence or wilful misconduct) shall have no liability whatsoever to the Issuer, the
Registrar, any relevant Agent, the Calculation Agent or the holders of a Series of
Subordinated Notes for any determination made by it or for any advice given to the
Issuer in connection with any determination made by the Issuer pursuant to this
Condition 7.6.

(e) The Registrar and any relevant Agent shall, at the direction and expense of the
Issuer, effect such waivers and consequential amendments to any applicable agency
agreement, these Conditions and any other document as may be required to give
effect to any application of this Condition 7.6, including, but not limited to:
(1) changes to these Conditions which the relevant Independent Adviser or the
Issuer (as applicable) acting in good faith and in a commercially reasonable
manner determines may be required in order to follow market practice
(determined according to factors including, but not limited to, public
statements, opinions and publications of industry bodies and organisations)
in relation to such Successor Reference Rate or Alternative Reference Rate
(as applicable), including, but not limited to (1) the Business Day, Business
Day Convention, Day Count Fraction, Interest Determination Date,
Reference Banks, Relevant Financial Centre, Relevant Screen Page and/or
Relevant Time applicable to the Subordinated Notes and (2) the method for
determining the fallback to the Interest Rate in relation to the Subordinated
Notes if such Successor Reference Rate or Alternative Reference Rate (as
applicable) is not available; and
(2) any other changes which the relevant Independent Adviser or the Issuer (as
applicable) acting in good faith and in a commercially reasonable manner
determines are reasonably necessary to ensure the proper operation and
comparability to the Reference Rate of such Successor Reference Rate or
Alternative Reference Rate (as applicable).
(f) The Issuer may only use a Successor Reference Rate, Alternative Reference Rate
and/or Adjustment Spread pursuant to this Condition 7.6 for the purposes of
determining the Interest Rate applicable to any Subordinated Note if it has received
the prior written approval of APRA (such approval being at the discretion of APRA
and may or may not be given).
No consent of the Holders shall be required in connection with effecting the relevant
Successor Reference Rate or Alternative Reference Rate as described in this
Condition 7.6 or such other relevant adjustments pursuant to this Condition 7.6, or
any Adjustment Spread, including for the execution of, or amendment to, any
documents or the taking of other steps by the Issuer or any of the parties to any
relevant agency agreement (if required).

3. Condition 15 is amended as shown below:
15 Amendments
15.1 To cure ambiguities
Subject to Condition 4.8 (”Amendments affecting regulatory treatment”), the Conditions and
the Supplement may be amended by the Issuer (after consultation with the Programme
Manager) and the Agency and Registry Agreement and any I&P Agency Agreement
(Offshore) (if applicable) may be amended by the parties thereto without the consent of any
Holder:
(a) for the purposes of curing any ambiguity, or correcting or supplementing any defective
or inconsistent provisions therein or in any other manner which the Issuer deems, or
in the case of the Agency or Registry Agreement, as the parties thereto deem,
necessary or desirable and which in the opinion of the Issuer does not materially
adversely affect the rights of existing Holders; or

(b) for any other purpose, where the amendments apply prospectively and do not apply
to existing Holders.
15.2 Approval by Holders
Subject to Condition 4.8 (“Amendments affecting regulatory treatment”) and except as
described in Conditions 6.14 (“Amendment of Conditions relating to Conversion for Successor
Holding Company”) and 7.6 (“Benchmark replacement”), the Conditions, Supplement, the
Agency and Registry Agreement and any I&P Agency Agreement (Offshore) may otherwise
be varied by the Issuer with the approval of the Holders by Extraordinary Resolution. No
other variation to the Conditions has effect in relation to the Holders who hold Subordinated
Notes at the date of any amending deed, unless they otherwise agree in writing. A variation
will take effect in relation to all subsequent Holders. A variation which affects only a particular
Series or Tranche of Subordinated Notes may be approved solely by the Holders of such
Series or Tranche.
15.3 No other amendments
Except as described in Conditions 6.14 (“Amendment of Conditions relating to Conversion for
Successor Holding Company”), 7.6 (“Benchmark replacement”), 15.1 (“To cure ambiguities”) and
15.2 (“Approval by Holders”), no amendment to the Conditions, Supplement, Agency and
Registry Agreement or any I&P Agency Agreement (Offshore) may be made without the prior
written consent and approval of the Issuer and any amendment is subject to Condition 4.8.