Issue of Tier 2 capital – cleansing notice

27 August 2019
Market Announcements Office
ASX Limited
20 Bridge Street
Sydney NSW 2000
By e-lodgement
ASX Code: WBC
Dear Sir / Madam
Westpac Banking Corporation (“Westpac”) – issue of AUD1,000,000,000 Callable Floating Rate
Subordinated Notes due 27 August 2029 (“Tier 2 Subordinated Notes”)
Notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth) (“Act”) as inserted by
ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71 (“Instrument”)
1. Westpac has issued the Tier 2 Subordinated Notes today. Offers of the Tier 2 Subordinated
Notes do not require disclosure to investors under Part 6D.2 of the Act.
2. The terms and conditions of the Tier 2 Subordinated Notes (“Conditions”) are set out on
pages 46 to 94 of the Information Memorandum relating to Westpac’s Debt Issuance
Programme dated 20 July 2018 (“Information Memorandum”), as supplemented by the
Pricing Supplement dated 23 August 2019, the form of which is attached to this notice as
Annexure A ( “Pricing Supplement”). The Information Memorandum was released to the
Australian Securities Exchange (“ASX”) on 20 July 2018 and may be viewed at
www.asx.com.au.
3. The Tier 2 Subordinated Notes are expected to be treated as Tier 2 regulatory capital under
the Basel III capital adequacy framework as implemented in Australia by the Australian
Prudential Regulation Authority (“APRA”).
4. If APRA determines that Westpac is or would become non-viable, the Tier 2 Subordinated
Notes may be:
(a) Converted into fully paid ordinary shares in the capital of Westpac; or
(b) immediately and irrevocably Written-off (and rights attaching to the Tier 2 Subordinated
Notes terminated) if for any reason Conversion does not occur within five ASX Business
Days of APRA notifying Westpac of the determination,
in accordance with the Conditions.
5. In order to enable ordinary shares in the capital of Westpac issued on Conversion to be sold
without disclosure under Chapter 6D of the Act, Westpac has elected to give this notice under
section 708A(12H)(e) of the Act as inserted by the Instrument. The Conditions and the
information in the attached Schedule are included in, and form part of, this notice.
6. Westpac confirms that:
(a) the information in this notice remains current as at today’s date;
(b) this notice complies with section 708A of the Act, as notionally modified by the
Instrument; and

Page 2
(c) this notice complies with the content requirements of section 708A(12I) of the Act as
inserted by the Instrument.
7. Unless otherwise defined, capitalised expressions used in this notice have the meanings given
to them in the Information Memorandum or Pricing Supplement.

Yours sincerely,



Timothy Hartin
Company Secretary
Westpac Banking Corporation


NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This market announcement does not constitute an offer to sell or the solicitation of an offer to buy any
securities in the United States or any other jurisdiction. The securities offered have not been and will
not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold
in the United States or to, or for the account or benefit of, U.S. persons absent registration or an
applicable exemption from registration.

Page 3
SCHEDULE
A. Effect on Westpac of the offer of the Tier 2 Subordinated Notes
The issuance of the Tier 2 Subordinated Notes is expected to raise Tier 2 regulatory capital to satisfy
Westpac’s regulatory requirements and maintain the diversity of Westpac’s sources and types of capital
funding.
The proceeds from the issue of the Tier 2 Subordinated Notes will be used for general corporate purposes.
Those proceeds, less the costs of the issue, will be classified as loan capital in the financial statements of
Westpac. The issue of the Tier 2 Subordinated Notes will not have a material impact on Westpac’s financial
position.
The proceeds of the issue, less the costs of the issue, are expected to increase Westpac’s total capital ratio
on a Level 2 basis by less than 0.3%.
B. Rights and liabilities attaching to the Tier 2 Subordinated Notes
The rights and liabilities attaching to the Tier 2 Subordinated Notes are set out in the Conditions as
supplemented by the Pricing Supplement.
C. Effect on Westpac of the issue of the ordinary shares if the Tier 2 Subordinated Notes are
required to be Converted
1

A key feature of APRA’s requirements for Tier 2 regulatory capital instruments is that they absorb losses at
the point of non-viability of the issuer. The Conditions include provisions that require the Tier 2 Subordinated
Notes to be Converted into ordinary shares in the capital of Westpac or Written-off on the occurrence of a
Non-Viability Trigger Event. A Non-Viability Trigger Event will occur when APRA notifies Westpac in writing
that it believes that relevant non-viability circumstances (as described in the definition of “Non-Viability Trigger
Event” in the Conditions) subsist, which could occur at any time.
If a Non-Viability Trigger Event occurs and Westpac Converts the Tier 2 Subordinated Notes and issues
ordinary shares to Holders (as required under the Conditions), the effect of Conversion on Westpac would be
to reduce loan capital by the principal amount, less any unamortised costs of the issue, of the Tier 2
Subordinated Notes being Converted and increase Westpac’s shareholders’ equity (ordinary share capital) by
a corresponding amount. APRA has not provided guidance as to how it would determine non
‑viability. Non-
viability could be expected to include serious impairment of Westpac’s financial position and concerns about
its capital, funding or liquidity levels and may occur before an authorised deposit-taking institution, such as
Westpac, is at risk of becoming insolvent.
The number of ordinary shares issued on Conversion is variable, but is limited to the Maximum Conversion
Number. Limiting the number of ordinary shares which may be issued to the Maximum Conversion Number
means that it is likely that Holders will receive a number of ordinary shares that have a market value that is
significantly less than the Outstanding Principal Amount of the Tier 2 Subordinated Notes.
The Maximum Conversion Number is calculated based on a VWAP set to reflect 20% of the Issue Date
VWAP. 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 Maximum Conversion Number is 17,768.3014 Westpac ordinary shares per Tier 2 Subordinated Note
(with a nominal value of AUD100,000), based on the Issue Date VWAP of AUD28.14. If Conversion of any
Tier 2 Subordinated Notes does not occur for any reason within five ASX Business Days after the occurrence
of the Non-Viability Trigger Event, the Tier 2 Subordinated Notes will be Written-off, and all corresponding
rights and claims of Holders under the Conditions (including with respect to payments of interest, the
repayment of the Outstanding Principal Amount and upon Conversion, the receipt of ordinary shares) will be

1
If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Tier 2 Subordinated Notes
and the issuer of ordinary shares, Tier 2 Subordinated Notes may be Converted into fully paid ordinary shares in the capital of an
Approved Successor in accordance with the Conditions. This notice also enables ordinary shares in the capital of an Approved
Successor which is a NOHC for the purposes of the Banking Act 1959 (Cth) and the ultimate holding company of Westpac issued
on Conversion to be sold without disclosure under Chapter 6D of the Act. Refer to the Conditions and the Instrument for further
information.

Page 4
immediately and irrevocably written-off and terminated, with effect on and from the Non-Viability Trigger Event
Date in accordance with the Conditions, and investors will lose all or some of their investment and will not
receive any compensation.
D. Rights and liabilities attaching to the ordinary shares in the capital of Westpac
Westpac was registered on 23 August 2002 as a public company limited by shares under the Act. Westpac’s
constitution was most recently amended at the general meeting held on 13 December 2012 (“Constitution”,
as amended from time to time). The ordinary shares in the capital of Westpac are admitted to trading on ASX.
The rights attaching to the ordinary shares in the capital of Westpac are set out in the Act and the
Constitution.
In addition, the rights and liabilities attaching to the ordinary shares in the capital of Westpac are described on
pages 290 to 291 of the 2018 Westpac Group Annual Report
2
. The Annual Report was released to ASX on 7
November 2018 and may be viewed at www.asx.com.au, and is also available on the Westpac website at
www.westpac.com.au/investorcentre.
E. Additional information
Information about the Tier 2 Subordinated Notes is contained in the Information Memorandum and the Pricing
Supplement.
Westpac is a disclosing entity for the purposes of the Act and, as a result, is subject to regular reporting and
disclosure obligations under the Act and the ASX Listing Rules. In addition, Westpac must notify ASX
immediately (subject to certain exceptions) if it becomes aware of information about Westpac that a
reasonable person would expect to have a material effect on the price or value of its listed securities, including
ordinary shares in the capital of Westpac.
Copies of documents lodged with the Australian Securities and Investments Commission (“ASIC”) can be
obtained from, or inspected at, an ASIC office and Westpac’s ASX announcements may be viewed at
www.asx.com.au.
Any person has the right to obtain copies of:
• Westpac’s half-yearly and annual financial reports; and
• any continuous disclosure notices given by Westpac after the lodgement of the 2018 Westpac Group
Annual Report, but before the date of this notice,
from www.westpac.com.au/investorcentre, or by request made in writing to Westpac at:
Westpac Group Secretariat
Level 18
Westpac Place
275 Kent Street
Sydney NSW 2000


2
If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Tier 2 Subordinated Notes
and the issuer of ordinary shares, then on Conversion Holders will be issued with fully paid ordinary shares in the capital of the
Approved Successor.

Page 5
ANNEXURE A

Form of Pricing Supplement for AUD1,000,000,000 Callable Floating Rate Subordinated Notes due 27
August 2029 dated 23 August 2019

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.