Ceasing to be a substantial shareholder for Z1P

Page 1 of 10

Form 605

Corporations Act 2001
Section 671B
Notice of ceasing to be a substantial holder


To Company Name/Scheme ZIP CO LIMITED (Z1P)


ACN/ARSN ACN 139 546 428



1. Details of substantial holder(1)

Name WESTPAC BANKING CORPORATION (WBC) and its associated entities listed in
Annexure ‘B ’


ACN/ARSN (if applicable) ACN 007 457 141


The holder ceased to be a
substantial holder on 26 /10 /2020


The previous notice was given to the company on 09 /09 /2020


The previous notice was dated 09/09/2020



2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting
securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company
or scheme are as follows:

Date of change Person whose relevant interest
changed

Nature of
change (4)
Consideration
given in relation
to change (5)
Class (6) and
number of
securities
affected
Person’s
votes affected
26/10/2020 WBC & its Associates, BT
Funds Management Limited,
WBC RE Limited
See Annexure
'A' in relation
to
sales and
purchases
within the
period.

See Annexure
‘C’ in relation
to a sale via an
underwritten
block trade
(Block Trade)
See Annexure
'A'

See Annexure
‘C’ – the sale
of shares
under the
Block Trade
was conducted
at $6.65 per
share.
See
Annexure
'A'

See
Annexure
‘C’ –
55,195,164
ordinary
shares were
sold under
the Block
Trade
See
Annexure
'A'

See
Annexure
‘C’ – votes
attaching to
55,195,164
ordinary
shares were
affected
under the
Block Trade




3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with,
the substantial holder in relation to the voting interests of the company or scheme are as follows:


Name and ACN/ARSN (if applicable) Nature of association

Page 2 of 10

4. Addresses

The addresses of persons named in this form are as follows:

Name Address

Westpac Banking Corporation (WBC) Level 18, Westpac Place, 275 Kent St, Sydney
NSW 2000
WBC RE Limited Level 18, Westpac Place, 275 Kent Street, Sydney
NSW 2000
BT Funds Management Limited Level 18, Westpac Place, 275 Kent Street, Sydney
NSW 2000
ZIP Co Limited (Z1P) The Company Secretary
ZIP Co Limited
Level 5, 126 Phillip Street
Sydney NSW 2000



Signature

Print name Tim Hartin Capacity General Manager, Company Secretary


Sign here Date 27 /10/2020

Page 3 of 10
DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related corporations,
or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of
a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the
membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

(2) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.


(3) See the definition of “associate” in section 9 of the Corporations Act 2001.

(4) Include details of:

(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection
671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person
giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written
statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers
or disposal of the securities which the relevant interest relates (indicating clearly the particular securities to which the
qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

(5) Details of the consideration must include any and all benefits, money and other that any person from whom a relevant interest
was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit
is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial
holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant
interest was acquired.

(6) The voting shares of a company constitute one class unless divided into separate classes.

(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Page 4 of 10
ANNEXURE A

This is annexure ‘A' (being four pages) referred to in Form 605, Notice of ceasing to be a substantial holder, lodged for Westpac Banking
Corporation ACN 007 457 141 and its associated entities

Tim Hartin– General Manager, Company Secretary, Westpac Banking Corporation 27 /10 /2020



Sales & Purchases for the period: 05/09/2020 to 26/10/2020

SECURITY: Z1P




BT Funds Management Limited

Date Registered Company
Nature
of
Change
Quantity Consideration
Class of
Securities
Person’s
votes
affected
8/09/2020
Asgard Capital Management Limited
Sell -839 -5,730.37 Ordinary 839
8/09/2020
Asgard Capital Management Limited
Sell -581 -3,956.61 Ordinary 581
16/09/2020
Asgard Capital Management Limited
Buy 771 4,996.08 Ordinary 771
21/09/2020
Asgard Capital Management Limited
Buy 1,158 6,982.74 Ordinary 1,158
13/10/2020
Asgard Capital Management Limited
Buy 200 1,654.00 Ordinary 200
19/10/2020
Asgard Capital Management Limited
Buy 1,404 9,996.48 Ordinary 1,404
20/10/2020
Asgard Capital Management Limited
Buy 825 5,997.75 Ordinary 825
22/10/2020
Asgard Capital Management Limited
Buy 1,500 10,200.00 Ordinary 1,500
22/10/2020
Asgard Capital Management Limited
Buy 884 6,002.36 Ordinary 884
22/10/2020
Asgard Capital Management Limited
Buy 380 2,576.40 Ordinary 380

Total

5,702 38,718.83







Date Registered Company
Nature
of
Change
Quantity Consideration
Class of
Securities
Person’s
votes
affected
4/09/2020
BT Portfolio Services Limited
Buy 4,000 27,820.80 Ordinary 4,000
4/09/2020
BT Portfolio Services Limited
Buy 2,000 13,626.60 Ordinary 2,000
7/09/2020
BT Portfolio Services Limited
Buy 1,000 6,896.30 Ordinary 1,000
8/09/2020
BT Portfolio Services Limited
Sell -6,000 -42,135.00 Ordinary -6,000
8/09/2020
BT Portfolio Services Limited
Buy 1,500 10,281.90 Ordinary 1,500
9/09/2020
BT Portfolio Services Limited
Buy 2,270 14,836.72 Ordinary 2,270
9/09/2020
BT Portfolio Services Limited
Buy 1,500 9,816.30 Ordinary 1,500
10/09/2020
BT Portfolio Services Limited
Buy 3,070 19,991.23 Ordinary 3,070
11/09/2020
BT Portfolio Services Limited
Buy 1,000 6,196.30 Ordinary 1,000
11/09/2020
BT Portfolio Services Limited
Sell -6,500 -40,099.80 Ordinary -6,500
14/09/2020
BT Portfolio Services Limited
Buy 2,100 12,363.33 Ordinary 2,100
14/09/2020
BT Portfolio Services Limited
Buy 138 840.19 Ordinary 138
14/09/2020
BT Portfolio Services Limited
Buy 1,500 9,093.45 Ordinary 1,500
17/09/2020
BT Portfolio Services Limited
Sell -4,050 -24,259.50 Ordinary -4,050
22/09/2020
BT Portfolio Services Limited
Sell -2,100 -12,647.67 Ordinary -2,100
22/09/2020
BT Portfolio Services Limited
Buy 1,000 6,196.30 Ordinary 1,000
22/09/2020
BT Portfolio Services Limited
Buy 1,000 6,176.30 Ordinary 1,000
24/09/2020
BT Portfolio Services Limited
Buy 1,850 11,134.04 Ordinary 1,850
24/09/2020
BT Portfolio Services Limited
Buy 1,850 11,134.04 Ordinary 1,850
25/09/2020
BT Portfolio Services Limited
Sell -1,000 -5,903.70 Ordinary -1,000

Page 5 of 10
28/09/2020
BT Portfolio Services Limited
Sell -1,000 -6,133.70 Ordinary -1,000
28/09/2020
BT Portfolio Services Limited
Buy 1,440 8,993.09 Ordinary 1,440
29/09/2020
BT Portfolio Services Limited
Sell -9,500 -60,689.80 Ordinary -9,500
29/09/2020
BT Portfolio Services Limited
Buy 470 3,034.04 Ordinary 470
6/10/2020
BT Portfolio Services Limited
Buy 4,000 27,396.40 Ordinary 4,000
7/10/2020
BT Portfolio Services Limited
Buy 1,625 11,785.15 Ordinary 1,625
7/10/2020
BT Portfolio Services Limited
Buy 4,000 28,916.40 Ordinary 4,000
8/10/2020
BT Portfolio Services Limited
Buy 2,000 15,136.40 Ordinary 2,000
8/10/2020
BT Portfolio Services Limited
Buy 6,412 50,252.77 Ordinary 6,412
8/10/2020
BT Portfolio Services Limited
Sell -1,500 -11,860.95 Ordinary -1,500
8/10/2020
BT Portfolio Services Limited
Buy 1,000 7,946.30 Ordinary 1,000
8/10/2020
BT Portfolio Services Limited
Buy 1,000 7,941.30 Ordinary 1,000
9/10/2020
BT Portfolio Services Limited
Buy 500 3,907.00 Ordinary 500
9/10/2020
BT Portfolio Services Limited
Buy 500 4,028.00 Ordinary 500
12/10/2020
BT Portfolio Services Limited
Buy 1,000 7,876.30 Ordinary 1,000
13/10/2020
BT Portfolio Services Limited
Buy 2,500 20,740.00 Ordinary 2,500
15/10/2020
BT Portfolio Services Limited
Buy 825 6,133.05 Ordinary 825
15/10/2020
BT Portfolio Services Limited
Sell -10,000 -71,633.00 Ordinary -10,000
15/10/2020
BT Portfolio Services Limited
Sell -1,221 -8,498.04 Ordinary -1,221
15/10/2020
BT Portfolio Services Limited
Buy 1,000 7,176.50 Ordinary 1,000
19/10/2020
BT Portfolio Services Limited
Sell -1,150 -8,050.00 Ordinary -1,150
19/10/2020
BT Portfolio Services Limited
Sell -2,500 -17,798.50 Ordinary -2,500
20/10/2020
BT Portfolio Services Limited
Buy 2,550 18,345.47 Ordinary 2,550
21/10/2020
BT Portfolio Services Limited
Buy 2,829 20,235.27 Ordinary 2,829
22/10/2020
BT Portfolio Services Limited
Buy 1,000 6,806.30 Ordinary 1,000
22/10/2020
BT Portfolio Services Limited
Buy 1,750 11,848.90 Ordinary 1,750
22/10/2020
BT Portfolio Services Limited
Buy 5,000 33,885.50 Ordinary 5,000
22/10/2020
BT Portfolio Services Limited
Buy 6,000 41,144.40 Ordinary 6,000
22/10/2020
BT Portfolio Services Limited
Buy 1,500 10,107.45 Ordinary 1,500
26/10/2020
BT Portfolio Services Limited
Buy 1,200 8,064.36 Ordinary 1,200

Total

29,358 218,394.47





BT Funds Management Limited
35,060 257,113.30




Westpac RE Limited

Date Registered Company
Nature
of
Change
Quantity Consideration
Class of
Securities
Person’s
votes
affected
7/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 664 4,488.64 Ordinary 664
7/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 725 4,988.00 Ordinary 725
7/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 490 3,385.90 Ordinary 490
7/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 450 3,100.50 Ordinary 450
7/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 50 343.50 Ordinary 50
9/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 90 594.90 Ordinary 90
11/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 200 1,204.00 Ordinary 200
14/09/2020
HSBC Custody Nominees (Australia)
Limited Sell -411 -2,424.90 Ordinary 411

Page 6 of 10
14/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 171 988.38 Ordinary 171
14/09/2020
HSBC Custody Nominees (Australia)
Limited Sell -888 -4,990.56 Ordinary 888
14/09/2020
HSBC Custody Nominees (Australia)
Limited Sell -259 -1,509.97 Ordinary 259
14/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 170 989.40 Ordinary 170
15/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,665 9,990.00 Ordinary 1,665
17/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 16 97.76 Ordinary 16
17/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,331 7,986.00 Ordinary 1,331
18/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 816 4,985.76 Ordinary 816
23/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 467 2,895.40 Ordinary 467
24/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 452 2,743.64 Ordinary 452
25/09/2020
HSBC Custody Nominees (Australia)
Limited Sell -1,183 -7,098.00 Ordinary 1,183
25/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 165 985.05 Ordinary 165
25/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 167 990.31 Ordinary 167
25/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,500 8,940.00 Ordinary 1,500
25/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 90 538.20 Ordinary 90
28/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,300 7,969.00 Ordinary 1,300
28/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 500 3,090.00 Ordinary 500
30/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 2,400 15,120.00 Ordinary 2,400
30/09/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,560 9,984.00 Ordinary 1,560
1/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 300 1,890.00 Ordinary 300
2/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 500 3,200.00 Ordinary 500
6/10/2020
HSBC Custody Nominees (Australia)
Limited Sell -1,300 -9,074.00 Ordinary 1,300
7/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,434 9,894.60 Ordinary 1,434
7/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 450 3,240.00 Ordinary 450
8/10/2020
HSBC Custody Nominees (Australia)
Limited Sell -200 -1,584.00 Ordinary 200
13/10/2020
HSBC Custody Nominees (Australia)
Limited Sell -225 -1,782.00 Ordinary 225
13/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 209 1,655.28 Ordinary 209
14/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 4,000 30,800.00 Ordinary 4,000
15/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 922 6,915.00 Ordinary 922
15/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,110 8,236.20 Ordinary 1,110
15/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,007 7,310.82 Ordinary 1,007
15/10/2020
HSBC Custody Nominees (Australia)
Limited Sell -2,400 -16,968.00 Ordinary 2,400
15/10/2020
HSBC Custody Nominees (Australia)
Limited Sell -2,924 -20,438.76 Ordinary 2,924
16/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 135 963.90 Ordinary 135
16/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,600 11,488.00 Ordinary 1,600
16/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,440 10,339.20 Ordinary 1,440
16/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,275 9,154.50 Ordinary 1,275
16/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 450 3,231.00 Ordinary 450
19/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 697 4,997.49 Ordinary 697

Page 7 of 10
20/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 1,000 7,350.00 Ordinary 1,000
20/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 150 1,099.50 Ordinary 150
20/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 500 3,610.00 Ordinary 500
21/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 140 996.80 Ordinary 140
21/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 707 5,033.84 Ordinary 707
22/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 228 1,550.40 Ordinary 228
22/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 150 1,026.00 Ordinary 150
22/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 300 2,037.00 Ordinary 300
22/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 52 352.56 Ordinary 52
26/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 741 5,061.03 Ordinary 741
26/10/2020
HSBC Custody Nominees (Australia)
Limited Buy 102 682.38 Ordinary 102
26/10/2020
HSBC Custody Nominees (Australia)
Limited Sell -467 -2,974.79 Ordinary 467

Total

24,781 169,668.86








Westpac RE Limited

24,781 169,668.86

Page 8 of 10
ANNEXURE B

This is annexure ‘B’ (being 2 pages) referred to in Form 605, Notice of ceasing to be a substantial holder, lodged for Westpac Banking
Corporation ACN 007 457 141 and its associated entities


Tim Hartin– General Manager, Company Secretary Westpac Banking Corporation – 27 /10 /2020

Westpac Banking Corporation Australia

St.George Finance Holdings Limited Australia
1925 (Commercial) Pty Limited Australia

St.George Finance Limited Australia
1925 (Industrial) Pty Limited Australia

St.George Motor Finance Limited Australia
1925 Advances Pty Limited Australia

St.George Security Holdings Pty Limited Australia
Advance Asset Management Limited Australia

Sydney Capital Corporation Inc. USA
Altitude Administration Pty Limited Australia

The Home Mortgage Company Limited
New
Zealand
Altitude Rewards Pty Limited Australia

Value Nominees Pty Limited Australia
Aotearoa Financial Services Limited
New
Zealand

W2 Investments Pty Limited Australia
Asgard Capital Management Limited Australia

Waratah Receivables Corporation Pty Limited Australia
Asgard Wealth Solutions Limited Australia

Waratah Securities Australia Limited Australia
Belliston Pty Limited Australia

Westpac (NZ) Investments Limited
New
Zealand
Bill Acceptance Corporation Pty Limited Australia

Westpac Administration 2 Pty Limited Australia
BT (Queensland) Pty Limited Australia

Westpac Administration 3 Pty Limited Australia
BT Australia Pty Limited Australia

Westpac Administration 4 Pty Limited Australia
BT Financial Group (NZ) Limited
New
Zealand

Westpac Administration Pty Limited Australia
BT Financial Group Pty Limited Australia

Westpac Altitude Rewards Trust Australia
BT Funds Management (NZ) Limited
New
Zealand

Westpac Americas Inc. USA
BT Funds Management Limited Australia

Westpac Asian Lending Pty Limited Australia
BT Funds Management No.2 Limited Australia

Westpac Bank-PNG-Limited
Papua New
Guinea
BT Portfolio Services Limited Australia

Westpac Capital Markets Holding Corp. USA
BT Securities Limited Australia

Westpac Capital Markets LLC USA
Capital Corporate Finance Limited Australia

Westpac Capital-NZ-Limited
New
Zealand
Capital Finance (NZ) Pty Limited Australia

Westpac Cash PIE Fund
New
Zealand
Capital Finance Australia Limited Australia

Westpac Covered Bond Trust Australia
Capital Finance New Zealand Limited
New
Zealand

Westpac Custodian Nominees Pty Limited Australia
Capital Fleetlease Pty Limited Australia

Westpac Debt Securities Pty Limited Australia
Capital Motor Finance Pty Limited Australia

Westpac Digital Partnerships Pty Limited Australia
Capital Rent Group Pty Limited Australia

Westpac Direct Equity Investments Pty Limited Australia
CBA Limited

Australia

Westpac Equity Holdings Pty Limited Australia
Challenge Limited Australia

Westpac Equity Investments NZ Limited
New
Zealand
Crusade ABS Series 2017-1 Trust Australia

Westpac Europe Limited UK
Crusade ABS Series 2017-1P Trust Australia

Westpac Finance (HK) Limited Hong Kong
Crusade ABS Series 2018-1P Trust Australia

Westpac Financial Consultants Pty Limited Australia
Crusade Trust No.2P of 2008 Australia

Westpac Financial Holdings Pty Limited Australia
Danaby Pty Limited Australia

Westpac Financial Services Group Limited Australia
eQR Securities Pty. Limited Australia

Westpac Financial Services Group-NZ-Limited
New
Zealand
General Credits Pty Limited Australia

Westpac Financial Services Limited Australia
GIS Private Nominees Pty Limited Australia

Westpac General Insurance Limited Australia
Hastings Funds Management Pty Limited Australia

Westpac General Insurance Services Limited Australia
Hastings Management Pty Limited Australia

Westpac Global Capital Markets Pty Limited Australia

Page 9 of 10
Australia Westpac Group Investment-NZ-Limited
New
Zealand
Australia Westpac Holdings-NZ-Limited
New
Zealand
Australia Westpac Investment Capital Corporation USA
New
Zealand Westpac Investment Vehicle No.2 Pty Limited Australia
Australia Westpac Investment Vehicle No.3 Pty Limited Australia
Australia Westpac Investment Vehicle Pty Limited Australia
Australia Westpac Leasing Nominees-Vic.-Pty Limited Australia
Australia Westpac Lenders Mortgage Insurance Limited Australia
Germany Westpac Life Insurance Services Limited Australia
Australia Westpac Life-NZ-Limited
New
Zealand
Australia Westpac New Zealand Group Limited
New
Zealand
Australia Westpac New Zealand Limited
New
Zealand
Australia
Westpac New Zealand Staff Superannuation
Scheme Trustee Limited
New
Zealand
Australia Westpac Nominees-NZ-Limited
New
Zealand
New
Zealand Westpac Notice Saver PIE Fund
New
Zealand
Australia Westpac NZ Covered Bond Holdings Limited
New
Zealand
Australia Westpac NZ Covered Bond Limited
New
Zealand
Australia Westpac NZ Operations Limited
New
Zealand
Australia Westpac NZ Securitisation Holdings Limited
New
Zealand
Australia Westpac NZ Securitisation Limited
New
Zealand
Australia Westpac NZ Securitisation No.2 Limited
New
Zealand
Australia Westpac Overseas Holdings No. 2 Pty Limited Australia
Magnitude Group Pty Limited
Mortgage Management Pty Limited
Net Nominees Limited
Number 120 Limited
Oniston Pty Limited
Partnership Pacific Pty Limited
Partnership Pacific Securities Pty Limited
Pashley Investments Pty Limited
Westpac Europe GmbH
Pendal Short Term Income Fund
Pendal Long Term Income Fund
Planwise AU Pty Ltd
Qvalent Pty
Limited
RAMS Financial Group Pty Limited
Red Bird Ventures Limited
Reinventure Special Purpose Investment Unit Trust
Reinventure Fund, I.L.P.
Reinventure Fund II I.L.P
Reinventure Fund III I.L.P
RMS Warehouse Trust 2007-1
Sallmoor Pty Limited
Securitor Financial Group Limited
Series 2008-1M WST Trust
Australia Westpac Overseas Holdings Pty Limited Australia
Series 2011-3 WST Trust Australia Westpac Properties Limited Australia
Series 2012-1 WST Trust Australia Westpac RE Limited Australia
Series 2013-1 WST Trust Australia Westpac Securities Administration Limited Australia
Series 2013-2 WST Trust Australia Westpac Securities Limited Australia
Series 2014-1 WST Trust Australia Westpac Securities NZ Limited
New
Zealand
Series 2014-2 WST Trust Australia Westpac Securitisation Holdings Pty Limited Australia
Series 2015-1 WST Trust Australia Westpac Securitisation Management Pty Limited Australia
Series 2019-1 WST Trust Australia Westpac Singapore Limited Singapore
Series 2020-1 WST Trust Australia Westpac Structured Products Limited Australia
SIE-LEASE (Australia) Pty Limited Australia Westpac Superannuation Nominees-NZ-Limited
New
Zealand
SIE-LEASE (New Zealand) Pty Limited
New
Zealand Westpac Syndications Management Pty Limited Australia
Sixty Martin Place (Holdings) Pty Limited Australia Westpac Term PIE Fund
New
Zealand
St.George Business Finance Pty Limited Australia Westpac TPS Trust Australia
St.George Commercial Credit Corporation Pty
Limited Australia Westpac Unit Trust Australia
St.George Equity Finance Limited Australia Westpac USA Inc. USA

Page 10 of 10


ANNEXURE C – UNDERWRITING AGREEMENT

This is Annexure ‘C’ (being 29 pages) referred to in Form 605, Notice of ceasing of interests of substantial holder, lodged for Westpac Banking
Corporation ACN 007 457 141 and its associated entities.

Westpac Banking Corporation
UBS AG, Australia Branch
Underwriting Agreement
Project Tornado

Deutsche Bank Place
Corner Hunter and Phillip Streets
Sydney NSW 2000 Australia
T +61 2 9230 4000
F +61 2 9230 5333
www.allens.com.au

© Allens Australia 2020

Underwriting Agreement

LGZS 511297023v7 120960974 page (i)

Contents
1 Definitions and interpretation 1
1.1 Definitions 1
1.2 Interpretation 3
1.3 Business Days 4
1.4 Success of the Offer 4
1.5 Valid Application 4
1.6 Withdrawal and termination of this agreement 4
2 Appointment 4
2.1 Appointment 4
2.2 Reasonable endeavours 4
2.3 Jurisdiction 4
2.4 Joint activities 4
3 Conditions Precedent, Warranties, Undertakings and Indemnity 5
3.1 Conditions precedent 5
3.2 Validity of agreement 5
3.3 Westpac representations, warranties and undertakings 5
3.4 Independent 5
3.5 Representations, warranties, undertakings and acknowledgments 5
3.6 Repetition 6
3.7 Indemnity 6
3.8 Survival 6
3.9 Reliance 6
4 Offer 6
4.1 Making of Offer 6
4.2 Amendment 6
5 Conduct of Offer 6
5.1 Support and Access 6
5.2 Announcement of Offer 6
5.3 Bookbuild 7
5.4 Crossing and confirmations 7
5.5 Acceptance of Applications and sale of Shares 7
5.6 Underwriting of Offer Shortfall 7
6 Fees, Costs and Expenses 7
6.1 Payment of fees to Lead Manager 7
6.2 Costs and expenses 8
6.3 Costs on termination 8
7 Events of Termination 8
7.1 Right of termination 8
7.2 Exercise of rights 8
7.3 Claims 8
7.4 Notification 8
7.5 Effect of termination 9
8 Marketing and Public Announcements 9
8.1 Marketing and public announcements 9
8.2 Announcements 9
8.3 ASIC and ASX 9

Underwriting Agreement
LGZS 511297023v7 120960974 page ii
9 Acknowledgments 9
9.1 Acknowledgments 9
9.2 Acknowledgement by the Lead Manager 9
9.3 Agreements 10
10 GST 10
10.1 Definitions 10
10.2 GST payable in addition to fees 10
10.3 GST on claims and expenses 10
10.4 Adjustments 10
11 Notices 10
11.1 How to give a notice 10
11.2 When a notice is given 11
11.3 Address for notices 11
12 Amendment and assignment 11
12.1 Amendment 11
12.2 Assignment 11
13 General 12
13.1 Governing law and jurisdiction 12
13.2 Giving effect to this agreement 12
13.3 Waiver of rights 12
13.4 Operation of this agreement 12
13.5 Inconsistency with other documents 12
13.6 Time is of the essence 12
13.7 Counterparts 12
13.8 Attorneys 13
13.9 Indemnities 13
Schedule 1 14
Notice details 14
Schedule 2 15
Timetable (clause 4.1) 15
Schedule 3 16
Warranties and Undertakings (clause 3) 16
Schedule 4 19
Indemnity (clause 3.7) 19

Underwriting Agreement
LGZS 511297023v7 120960974 page 1
This Agreement is made on
Parties
1
Westpac Banking Corporation ABN 33 007 457 141 of Level 18, 275 Kent Street, Sydney NSW
2000 (Westpac).
2
UBS AG, Australia Branch ABN 47 088 129 613 of Level 16 Chifley Tower, 2 Chifley Square,
Sydney NSW 2000 (the Lead Manager).
Recitals
A Westpac proposes to invite applications to purchase its Shares in Z1P pursuant to the Offer.
B The Offer will be conducted as an institutional bookbuild offer.
C Westpac has agreed to appoint the Lead Manager, and the Lead Manager has agreed to act, as
Lead Manager of the Offer on the terms and conditions set out in this agreement.
D The Lead Manager has also agreed to fully underwrite the Offer.
E In consideration of the Lead Manager having agreed to act as Lead Manager and underwriter of
the Offer, Westpac has agreed to enter into this agreement.
It is agreed as follows.
1 Definitions and interpretation
1.1 Definitions
The meanings of the terms used in this agreement are set out below.
Affiliate means any other person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such person; and "control"
(including the terms "controlling", "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the direction of the management,
policies or activities of a person, whether through the ownership of securities, by contract or
agency or otherwise.
Announcement Date means the date specified as such in the Timetable as varied, if at all,
pursuant to clause 4.2.
Announcement Material means an announcement of the Offer in a form approved by the Lead
Manager (such approval not to be unreasonably withheld).
APRA means the Australian Prudential Regulation Authority.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the
context requires.
Bookbuild means the bookbuild conducted in accordance with clause 5.3.
Bookbuild Date means the date specified as such in the Timetable as varied, if at all, pursuant to
clause 4.2.
Business Day has the meaning given to that term in the Listing Rules.
21 October 2020

Underwriting Agreement
LGZS 511297023v7 120960974 page 2
Claim means in relation to any person, a claim, action, proceeding or demand made against the
person, however arising, and whether present or future, fixed or unascertained, actual or
contingent.
Corporations Act means the Corporations Act 2001 (Cth).
Crossing Date means the date specified as such in the Timetable as varied, if at all, pursuant to
clause 4.2.
Encumbrance means an interest or power reserved in or over an interest in any asset including
any retention of title or created or otherwise arising in or over an interest in any asset under a bill
of sale, mortgage, charge, lien, pledge, trust or power, by way of, or having similar commercial
effect to, security for the payment of a debt, any other monetary obligation or the performance of
any other obligation and includes any agreement to grant or create any of the above and
Encumbered has the corresponding grammatical meaning.
Government Agency means:
(a)a government or government department or other body;
(b)a governmental, semi-governmental or judicial person; or
(c)a person (whether autonomous or not) who is charged with the administration of a law.
GST means a goods and services tax as contained in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth) and any relevant GST regulations.
Indemnified Claim means any Loss directly or indirectly suffered by, or Claim made against, an
Indemnified Party in respect of which an Indemnified Party is entitled to be indemnified under the
Indemnity.
Indemnified Party has the meaning given to that term in the Indemnity.
Indemnity has the meaning it is given in clause 3.7.
Institutional Investor means an institutional investor who:
(a)if in Australia, is a person to whom an offer of securities may be made without disclosure
under Part 6D.2 of the Corporations Act by operation of section 708(8) or 708(11) of the
Corporations Act, and a wholesale client for the purposes of section 761G of the
Corporations Act; or
(b)if outside Australia, is a person in a Permitted Jurisdiction to whom under the applicable
laws of the Permitted Jurisdiction the Offer may be made without need for any lodgement,
registration, approval or filing with a Government Agency (other than one with which
Westpac is willing to comply),
provided that no person in the United States is an Institutional Investor.
Listing Rules means the Listing Rules of ASX (including the ASX Settlement Operating Rules,
the ASX Operating Rules and the ASX Clear Operating Rules) as waived or modified by ASX in
respect of Westpac or the Offer in any particular case.
Loss means in relation to a person, a damage, loss, cost, expense or liability incurred by the
person, however arising and whether present or future, fixed or unascertained, actual or
contingent.
Offer means the invitation made to Institutional Investors to acquire Shares through the
Bookbuild.
Offer Price means A$6.65 per Share.

Underwriting Agreement
LGZS 511297023v7 120960974 page 3
Permitted Jurisdictions means Hong Kong, Norway, New Zealand, Switzerland and the United
Kingdom (and any other jurisdictions approved in writing by Westpac).
Securities Act means the U.S. Securities Act of 1933, as amended.
Settlement Date means the date specified as such in the Timetable as varied, if at all, pursuant
to clause 4.2.
Shortfall Shares means the total number of Shares less the number of Shares in respect of
which Valid Applications were received.
Shares means the 55,195,164 fully paid ordinary shares held by Westpac in the capital of Z1P to
be sold under the Offer.
Timetable means the timetable for the Offer set out in Schedule 2 as varied, if at all, pursuant to
clause 4.2.
Valid Application has the meaning given to that expression by clause 1.5.
Z1P means Zip Co Limited (ACN 139 546 428).
1.2 Interpretation
Headings are for convenience only, and do not affect interpretation. The following rules also apply
in interpreting this agreement, except where the context makes it clear that a rule is not intended
to apply.
(a)A reference to:
(i)legislation (including subordinate legislation) is to that legislation as amended, re-
enacted or replaced, and includes any subordinate legislation issued under it;
(ii)a document, deed or agreement, or a provision of a document, deed or
agreement, is to that document, deed, agreement or provision as amended,
supplemented, replaced or novated;
(iii)a party to this agreement or to any other document or agreement includes a
permitted substitute or a permitted assign of that party;
(iv)a person includes any type of entity or body of persons, whether or not it is
incorporated or has a separate legal identity, and any executor, administrator or
successor in law of the person;
(v)anything (including a right, obligation or concept) includes each part of it; and
(vi)a date or time means to that date or time in Sydney.
(b)A singular word includes the plural, and vice versa.
(c)A word which suggests one gender includes the other genders.
(d)If a word is defined, another part of speech has a corresponding meaning.
(e)If an example is given of anything (including a right, obligation or concept), such as by
saying it includes something else, the example does not limit the scope of that thing.
(f)The word agreement includes an undertaking or other binding arrangement or
understanding, whether or not in writing.
(g)The words subsidiary, holding company and related body corporate have the same
meanings as in the Corporations Act.
(h)References to applicable law include all applicable laws of jurisdictions within or outside
Australia and including the Listing Rules, the listing rules of any exchange on which

Underwriting Agreement
LGZS 511297023v7 120960974 page 4
Westpac is listed and policies, guidelines, official directives or requests of or by any
Government Agency, whether or not having the force of law.
(i)A reference to dollars, $, A$, AUD or cents is to amounts in Australian currency.
1.3 Business Days
If the day on or by which a person must do something under this agreement is not a Business
Day:
(a)if the act involves a payment that is due on demand, the person must do it on or by the
next Business Day; and
(b)in any other case, the person must do it on or by the previous Business Day.
1.4 Success of the Offer
For the purposes of this agreement, the effect of any matter on the success of the Offer is
determined by assessing the likely effect of that matter on a decision of a reasonable investor to
invest in the Shares as if that decision to invest were made after the occurrence of that matter
and not by considering the number and extent of applications for or allocations of Shares
received before the occurrence of that matter.
1.5 Valid Application
For the purposes of this agreement, a Valid Application in respect of Shares is received by
Westpac if it is made by an Institutional Investor during the Bookbuild.
1.6 Withdrawal and termination of this agreement
The parties agree that Westpac may, acting reasonably, withdraw the Offer and terminate this
agreement in respect of the Offer at any time prior to the allocation of Shares in the Bookbuild, by
giving reasonable notice (subject only to any obligations that Westpac has under the
Corporations Act or the Listing Rules which prohibit Westpac from doing so) in writing to the Lead
Manager and upon such termination, the obligations of the Lead Manager under this agreement
end.
2 Appointment
2.1 Appointment
Westpac appoints the Lead Manager on an exclusive basis as the Lead Manager and bookrunner
of the Offer on the terms and conditions of this agreement, and the Lead Manager accepts that
appointment.
2.2 Reasonable endeavours
The Lead Manager must use its reasonable endeavours to procure applications to purchase the
Shares in accordance with this agreement and the Timetable and manage the completion of the
settlement of the Shares pursuant to the Bookbuild under the Offer.
2.3 Jurisdiction
Westpac confirms the authorisation of the Lead Manager to market the Offer on behalf of
Westpac, provided that the Offer is only marketed in Australia and the Permitted Jurisdictions.
2.4 Joint activities
Westpac and the Lead Manager have agreed to work together to implement the Offer. In order to
give effect to their intention, they have severally (and not jointly nor joint and severally) agreed to

Underwriting Agreement
LGZS 511297023v7 120960974 page 5
the obligations set out in this agreement. In particular, without limiting the above, Westpac and
the Lead Manager acknowledge that the activities under this agreement are undertaken by them
jointly and are for the purpose of and reasonably necessary to implement the Offer (including the
Offer pricing, structure, marketing, the allocation process, the restrictions on offers or solicitation
of the Shares to persons and to places outside of the Permitted Jurisdictions as well as the
shortfall underwriting arrangements referred to in clause 5.6).
3 Conditions Precedent, Warranties, Undertakings and Indemnity
3.1 Conditions precedent
The obligations of the Lead Manager under this agreement in relation to the Offer are conditional
on Westpac releasing to ASX the Announcement Material by 4.45pm on the Announcement Date
(or such later time agreed by the Lead Manager in writing), in a form approved by the Lead
Manager (such approval not to be unreasonably withheld or delayed).
3.2 Validity of agreement
Each party, in respect of itself, represents and warrants to each other party each of the matters
set out in Part 1 of Schedule 3.
3.3 Westpac representations, warranties and undertakings
Westpac represents, warrants and undertakes to the Lead Manager each of the matters set out in
Part 2 of Schedule 3.
3.4 Independent
Each of the paragraphs set out in Schedule 3 shall be construed independently and no paragraph
shall be limited by implications arising from any other paragraphs.
3.5 Representations, warranties, undertakings and acknowledgments
(a)Westpac undertakes to the Lead Manager that it will notify the Lead Manager
immediately if it becomes aware of a breach of any representation, warranty or
undertaking made by Westpac under clause 3.2 or under clause 3.3.
(b)The Lead Manager undertakes to Westpac that it will notify Westpac immediately if it
becomes aware of a breach of any representation or warranty made by it under clause
3.2.
(c)The Lead Manager undertakes that in performing its obligations under this agreement, it
will not breach in any material respect any applicable laws, regulations, its licence
conditions or other legally binding requirements of ASX or ASIC provided that the Lead
Manager will not be liable for a breach of this clause 3.5(c) to the extent that the breach is
caused or induced by Westpac or any of the directors, employees or advisers of
Westpac.
(d)The Lead Manager acknowledges that it has read ASIC Report 605 and will have regard
to it in discharging its obligations under this agreement.
(e)The Lead Manager acknowledges that no action has been taken to register or qualify the
Shares or the Offer.
(f)The Lead Manager agrees and acknowledges, and where applicable represents and
warrants, that:
(i)the Shares have not been and will not be registered under the Securities Act or
the securities laws of any state of the United States and may not be offered, sold,

Underwriting Agreement
LGZS 511297023v7 120960974 page 6
delivered or transferred in the United States or to any person in the United States;
and
(ii)neither it, its Affiliates nor any persons acting on its or their behalf have engaged
or will engage in any directed selling efforts within the meaning of Rule 902 under
the Securities Act with respect to the Shares.
3.6 Repetition
Each representation and warranty given by a party under this clause 3 shall be made on the date
of this agreement and be deemed to be repeated by that party on each day before the Settlement
Date and on the Settlement Date as if made with respect to the facts and circumstances existing
on each such date.
3.7 Indemnity
Westpac indemnifies each of the Indemnified Parties on the terms and conditions set out in
Schedule 4 of this agreement (the Indemnity).
3.8 Survival
The representations, warranties and indemnities given by a party under this agreement shall not
merge upon completion of the transactions contemplated by this agreement.
3.9 Reliance
Each party acknowledges that the others are entering into this agreement in reliance on the
representations, warranties and undertakings in this clause 3.
4 Offer
4.1 Making of Offer
Westpac must make, conduct and settle the Offer in accordance with:
(a)the Timetable, as varied, if at all, pursuant to clause 4.2; and
(b)this agreement, its constitution, the Listing Rules, the Corporations Act and all other
applicable laws.
4.2 Amendment
The Timetable may be amended by Westpac:
(a)with the consent of the Lead Manager (such consent not to be unreasonably withheld or
delayed); or
(b)if required by ASX.
5 Conduct of Offer
5.1 Support and Access
Westpac must provide the full support of, and access to, its senior management in marketing the
Offer.
5.2 Announcement of Offer
Westpac must give the Announcement Material to ASX before 4.45pm on the Announcement
Date (or such later time agreed by the Lead Manager in writing).

Underwriting Agreement


LGZS 511297023v7 120960974 page 7

5.3 Bookbuild
The Shares will be offered by the Lead Manager on behalf of Westpac via a bookbuild process
conducted on the Bookbuild Date whereby certain Institutional Investors will be invited to lodge
bids for the Shares at the Offer Price. Westpac authorises the Lead Manager to notify potential
purchasers of the Shares under the Offer that Westpac has made the representations and
warranties in paragraph (d) of Part 2 of Schedule 3.
5.4 Crossing and confirmations
The Lead Manager will report the sale of Shares to ASX as a "crossing" for the purposes of the
Listing Rules before the commencement of normal trading on ASX on the Crossing Date, and
issue a confirmation in relation to each allocation of Shares reported by it on the Crossing Date.
5.5 Acceptance of Applications and sale of Shares
By 2.00pm on the business day prior to the Settlement Date (or by the time and date otherwise
agreed between Westpac and the Lead Manager), Westpac will deliver the Shares to the Lead
Manager or its Affiliate, as directed by the Lead Manager, in such form as constitutes valid
deliveries between brokers. Subject to the delivery of the Shares by Westpac as contemplated in
this clause 5.5, the Lead Manager will on the Settlement Date act as agent to deliver the Shares
to the Institutional Investors to whom they were allocated, against payment of the Offer Price for
each Share, and (irrespective of whether the Institutional Investors have made payment of the
Offer Price or not) pay, or procure the payment to Westpac or as it directs of, the proceeds of sale
of the Shares less any fees payable under clause 6.1.
5.6 Underwriting of Offer Shortfall
(a) Subject to this clause 5.6 and to clauses 3.1 and 7, the Lead Manager agrees to
purchase or procure purchasers for the Shortfall Shares and to pay or procure payment
of the Offer Price for the Shortfall Shares against delivery by no later than 2.00pm on the
Settlement Date.
(b) Without derogating from the Lead Manager's obligation to pay or procure payment of the
Offer Price for the Shortfall Shares, if and to the extent that the purchase by the Lead
Manager of Shortfall Shares is limited by applicable laws or regulations, Westpac agrees
to retain any Shares above that limit (Balance Shares), the Lead Manager must procure
purchasers for those Shortfall Shares as agent for Westpac in the ordinary course of its
business, and Westpac must transfer those Balance Shares to settle those sales on
notice from the Lead Manager. The Lead Manager may issue a notice under this clause
5.6(b) on more than one occasion, provided that the sale of any of its Balance Shares
must be effected prior to 7.00pm on the date that is the twentieth Business Day after the
Crossing Date, with settlement to occur no later than the twenty fifth Business Day after
the Crossing Date. Nothing in this agreement gives the Lead Manager any interest or
relevant interest in, or rights in respect of, any Balance Shares, except to act as agent for
Westpac in procuring sales for the Balance Shares.
6 Fees, Costs and Expenses
6.1 Payment of fees to Lead Manager
In consideration of performing its obligations under this agreement, the Lead Manager shall be
entitled to such fees as the parties agree.

Underwriting Agreement


LGZS 511297023v7 120960974 page 8

6.2 Costs and expenses
In addition to the fees referred to in clause 6.1, Westpac must pay, or reimburse the Lead
Manager for all reasonable costs, charges or expenses (except its printing or mailing expenses)
of and incidental to any aspect of the Offer or this agreement, as soon as reasonably practicable
after a request for payment or reimbursement is made by the Lead Manager provided that the
Lead Manager seeks, and receives, Westpac's consent in writing prior to incurring the cost,
charge or expense.
6.3 Costs on termination
In the event that the obligations of the Lead Manager under this agreement are terminated
pursuant to clause 1.6 or clause 7 or the Offer does not proceed or is not completed for any
reason:
(a) Westpac shall not be obliged to pay to the Lead Manager the fees referred to in clause
6.1 other than any fees that have at the time of termination been paid or become due for
payment; and
(b) except where the termination or failure of the Offer to proceed is solely due to a wrongful
act by the Lead Manager, Westpac shall be obliged to pay to the Lead Manager within
five Business Days of termination of the obligations of the Lead Manager, or the Offer not
proceeding or completing (to the extent that it has not already done so), the costs,
charges and expenses referred to in clause 6.2.
7 Events of Termination
7.1 Right of termination
Subject to clause 7.2, if Westpac is in default of any of the terms and conditions of this agreement
or breaches any undertaking given by it under this agreement, or any representation or warranty
given or made by it under this agreement proves to be or has become untrue or incorrect, in each
case at any time in the period from (and including) the date of this agreement to 9.45am on the
Crossing Date, then the Lead Manager may terminate any of its obligations under this agreement
which have not been performed at that time (without cost or liability to itself) by notice in writing to
Westpac specifying the relevant event.
7.2 Exercise of rights
No event specified in clause 7.1 shall entitle the Lead Manager to exercise its rights to terminate
its obligations under this agreement pursuant to clause 7.1 or otherwise unless the Lead Manager
has reasonable and bona fide grounds to believe and does believe that the event has, or is likely
to have, a material adverse effect on the success, marketing or settlement of the Offer or could
give rise to a liability which is material (including in a financial or reputational sense) to the Lead
Manager under the Corporations Act or any other applicable law.
7.3 Claims
Nothing contained in this clause 7 shall prejudice or nullify any Claim or other right which the
Lead Manager or any other Indemnified Party may have against Westpac or which Westpac may
have against the Lead Manager, for or arising out of any breach of covenant, warranty or
representation or failure to observe or perform an obligation under this agreement.
7.4 Notification
Westpac must notify the Lead Manager in writing immediately after becoming aware that any of
the events referred to in clause 7.1 has occurred or is about to occur.

Underwriting Agreement


LGZS 511297023v7 120960974 page 9

7.5 Effect of termination
In the event that the Lead Manager terminates its obligations under this agreement pursuant to
clause 7.1, it shall be relieved of its obligations under this agreement and shall be entitled to
payment and reimbursement of the costs and expenses in accordance with clause 6.3.
8 Marketing and Public Announcements
8.1 Marketing and public announcements
Westpac must (at its own cost) provide such assistance in connection with the promotion and
marketing of the Offer as is reasonably required by the Lead Manager from time to time.
8.2 Announcements
Westpac agrees that it must not before the Settlement Date make any public or media
announcement or disclosure specific to the Offer, its progress or the result of the Offer without
prior consultation with the Lead Manager unless the disclosure is required by the Corporations
Act or the Listing Rules or any other applicable law to be made at that time.
8.3 ASIC and ASX
Westpac agrees to promptly give the Lead Manager copies of any notices or correspondence
from, or applications for orders by, ASIC or ASX in relation to the Offer.
9 Acknowledgments
9.1 Acknowledgments
Westpac acknowledges that in respect of the Lead Manager:
(a) the Lead Manager is not required to give tax, legal, regulatory, accountancy or other
specialist or technical advice in connection with the Offer;
(b) any advice, whether written or oral, given by the Lead Manager to Westpac, or any
communications between the Lead Manager and Westpac can only be used and relied
on by Westpac and may not be used or relied on by any third party and may not be
disclosed to any third party without the prior written approval of the Lead Manager (other
than Westpac's professional advisers who may place no reliance on such advice);
(c) the Lead Manager is not obliged to disclose to Westpac or utilise for the benefit of
Westpac, any non-public information which the Lead Manager obtains in the normal
course of its business where such disclosure or use would result in a breach of any
obligation of confidentiality or any internal "Chinese wall" policies of the Lead Manager;
(d) without prejudice to any claim Westpac may have against the Lead Manager, no
proceedings may be taken against any director, officer, employee or agent of the Lead
Manager in respect of any claim that Westpac may have against the Lead Manager; and
(e) it is contracting with that Lead Manager on an arm's length basis to provide the services
described in this agreement as an independent contractor and the Lead Manager is not
assuming any duties or obligations (fiduciary or otherwise) in respect of it other than
those expressly set out in this agreement.
9.2 Acknowledgement by the Lead Manager
The Lead Manager acknowledges that, without prejudice to any claim the Lead Manager may
have against Westpac, no proceedings may be taken against any director, officer, employee or
agent of Westpac in respect of any claim that the Lead Manager may have against Westpac.

Underwriting Agreement


LGZS 511297023v7 120960974 page 10

9.3 Agreements
Westpac and the Lead Manager confirm that it is not the intention to create a fiduciary
relationship between them.
10 GST
10.1 Definitions
Words defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the
same meaning in this clause.
10.2 GST payable in addition to fees
In addition to paying the fees, costs, charges and expenses referred to in clause 6 (which are
exclusive of GST) and in addition to any other amounts, Westpac must:
(a) pay to the Lead Manager an amount equal to any GST payable on any supply by the
Lead Manager under or in connection with this agreement, without deduction or set-off of
any other amount; and
(b) make that payment:
(i) as and when the fees, costs, charges and expenses referred to in clause 6 or
other consideration or part of it must be paid or provided; and
(ii) if later, such later time being not more than 2 Business Days after a tax invoice
has been issued by the Lead Manager,
provided that before that payment is due to be made the Lead Manager has given a tax invoice to
Westpac in respect of the GST so payable.
10.3 GST on claims and expenses
Without limiting the operation of clause 10.2:
(a) if a payment to satisfy a claim or a right to claim under or in connection with this
agreement (for example, for misleading or deceptive conduct or for misrepresentation or
for a breach of any warranty or for indemnity or for reimbursement of any cost or
expense) gives rise to a liability to pay GST, the payer must pay, and indemnify the
payee against the amount of that GST; and
(b) if a party has a claim under or in connection with this agreement for a cost or expense on
which that party must pay GST, the claim is for the cost or expense plus all GST (except
any GST for which that party is entitled to an input tax credit).
10.4 Adjustments
If an adjustment event arises on any supply made under or in connection with this agreement,
then the party that has the decreasing adjustment must pay to the party that has the increasing
adjustment an amount equivalent to the increasing adjustment.
In addition, the supplier must provide before the payment is made or received, an adjustment
note in respect of the GST on that adjustment event.
11 Notices
11.1 How to give a notice
A notice, consent or other communication under this document is only effective if it is sent by a
party to this agreement (the Sender):

Underwriting Agreement


LGZS 511297023v7 120960974 page 11

(a) in writing, signed by or on behalf of the person giving it;
(b) addressed to the person to whom it is to be given;
(c) and must be:
(i) delivered or sent by pre-paid mail (by airmail, if the addressee is overseas) to that
person's address; or
(ii) sent by fax to that person's fax number and the machine from which it is sent
produces a report that states that it was sent in full; or
(iii) where an email address is provided in Schedule 1, sent by email to the address
specified in Schedule 1. If a notice is sent by email the email must state the first
and last name of the sender, who must be an authorised representative of the
Sender.
11.2 When a notice is given
A notice, consent or other communication that complies with this clause is regarded as given and
received:
(a) if it is delivered or sent by fax:
(i) by 5.00pm (local time in the place of receipt) on a Business Day - on that day; or
(ii) after 5.00pm (local time in the place of receipt) on a Business Day, or on a day
that is not a Business Day - on the next Business Day; and
(b) if it is sent by mail - on actual receipt; and
(c) if it is sent by email:
(i) when the Sender receives an automated message confirming delivery; or
(ii) four hours after the time sent (as recorded on the device from which the Sender
sent the email), provided that the Sender does not receive an automated
message within those four hours that the email has not been delivered,
whichever happens first provided that if an email is received or taken to be received after 5.00pm
or on a day other than a Business Day, it will be taken to be received at 9.00am on the next
Business Day.
11.3 Address for notices
A person's address, email address and fax number are those set out in Schedule 1, or as the
person notifies the sender.
12 Amendment and assignment
12.1 Amendment
This agreement can only be amended, supplemented, replaced or novated by another agreement
signed by the parties.
12.2 Assignment
A party may only dispose of, declare a trust over or otherwise create an interest in its rights under
this agreement with the consent of each other party.

Underwriting Agreement


LGZS 511297023v7 120960974 page 12

13 General
13.1 Governing law and jurisdiction
(a) This agreement is governed by the law in force in New South Wales.
(b) Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in
New South Wales, and any court that may hear appeals from any of those courts, for any
proceedings in connection with this agreement, and waives any right it might have to
claim that those courts are an inconvenient forum.
13.2 Giving effect to this agreement
Each party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that any other party may
reasonably require to give full effect to this agreement.
13.3 Waiver of rights
A right may only be waived in writing, signed by the party giving the waiver, and:
(a) no other conduct of a party (including a failure to exercise, or delay in exercising, the
right) operates as a waiver of the right or otherwise prevents the exercise of the right;
(b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it
arises again; and
(c) the exercise of a right does not prevent any further exercise of that right or of any other
right.
13.4 Operation of this agreement
(a) This agreement and any fee letter for the purpose of clause 6.1 contains the entire
agreement between the parties about its subject matter. Subject to clause 13.5, any
previous understanding, agreement, representation or warranty relating to that subject
matter is replaced by this agreement and has no further effect.
(b) Any right that a person may have under this agreement is in addition to, and does not
replace or limit, any other right that the person may have.
(c) Any provision of this agreement which is unenforceable or partly unenforceable is, where
possible, to be severed to the extent necessary to make this agreement enforceable,
unless this would materially change the intended effect of this agreement.
13.5 Inconsistency with other documents
If this agreement is inconsistent with any other document or agreement between the parties,
except as specifically provided this agreement prevails to the extent of the inconsistency and
without otherwise derogating from the requirements of the Lead Manager's account-opening
documentation with Westpac.
13.6 Time is of the essence
Time is of the essence in this agreement.
13.7 Counterparts
This agreement may be executed in counterparts. A party may do this electronically.

Underwriting Agreement


LGZS 511297023v7 120960974 page 13

13.8 Attorneys
Each person who executes this agreement on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or her
authority to do so under that power of attorney.
13.9 Indemnities
The indemnities under this agreement are continuing obligations independent from the other
obligations of Westpac and continue after this agreement ends or after the Lead Manager
terminates its obligations under this agreement. It is not necessary for a party to incur expense or
make payment before enforcing a right of indemnity under this agreement.

Underwriting Agreement


LGZS 511297023v7 120960974 page 14

Schedule 1
Notice details
1 Westpac Banking Corporation

Address Level 18, 275 Kent Street, Sydney NSW 2000
Attention Macgregor Duncan (General Manager, Corporate and Business
Development)
Phone +61 466 486 797
Email macgregor.duncan@westpac.com.au

2 Lead Manager

Address Level 16 Chifley Tower, 2 Chifley Square, Sydney NSW 2000
Attention Alex Dignam and Matthew Beggs
Phone +61 451 796 683 and +61 488 415 444
Email alex.dignam@ubs.com and matthew.beggs@ubs.com

Underwriting Agreement


LGZS 511297023v7 120960974 page 15

Schedule 2
Timetable (clause 4.1)

Key Dates for the Offer
Announcement Date 21 October 2020
Bookbuild Date 21 October 2020
Crossing Date 22 October 2020
Settlement Date 26 October 2020

Underwriting Agreement


LGZS 511297023v7 120960974 page 16

Schedule 3
Warranties and Undertakings (clause 3)
Part 1: The Parties
(a) (status) The party is a body corporate validly existing under the laws of its place of incorporation
or establishment.
(b) (power) The party has full legal capacity and power to enter into this agreement and to carry out
the transactions that this agreement contemplates.
(c) (authorisations) All approvals and authorisations that may be required to permit the party to
enter into this agreement and to carry out the transactions that this agreement contemplates and
all approvals and authorisations required in relation to the Offer have been obtained and remain
valid and subsisting.
(d) (agreement effective) This agreement constitutes legal, valid and binding obligations of the
party, enforceable against it in accordance with its terms subject to any necessary stamping or
registration.
Part 2: Westpac
(a) (information) None of the information related to the Offer supplied to the Lead Manager by or,
with Westpac's prior consent, on behalf of Westpac is misleading or deceptive in a material
respect or contains any material omissions and Westpac will disclose to the Lead Manager all
information it possesses which is material to the making of an informed investment decision in
relation to the Shares.
(b) (winding up) On or prior to the Settlement Date, Westpac will not:
(i) cease to be solvent or able to pay its debts as and when they fall due;
(ii) pass any resolution that it be wound up;
(iii) enter into any scheme or composition with or for the benefit of its creditors;
(iv) have a receiver or manager appointed to the whole or any part of its assets or
undertakings;
(v) permit any breach or default whereby it is liable to be wound up; or
(vi) have an administrator appointed to it.
(c) (compliance with law) Westpac's entry into and performance of this agreement and Westpac's
conduct of the Offer and the issue of the Announcement Material is not in breach of any
applicable law in any respect that is material to the Offer.
(d) (listing rules) Westpac will not breach the Listing Rules in relation to making or settling the Offer.
(e) (no contravention) Westpac must not, on or prior to the Settlement Date, undertake, be involved
in or acquiesce in any activity in relation to the Offer which breaches in any material respect, any
provision of its constitution, the Corporations Act or any other applicable law, the Listing Rules or
any legally binding requirement of APRA, ASIC, ASX or any other Government Agency.
(f) (Shares) Westpac is the legal and beneficial owner of, and has good and valid title to, the Shares
free and clear of any Encumbrance, and on delivery of the Shares under this agreement, will give
good and valid title to the Shares, free and clear of any Encumbrance to purchasers of the
Shares.

Underwriting Agreement


LGZS 511297023v7 120960974 page 17

(g) (No directed selling efforts) Neither Westpac nor any of its Affiliates or any person acting on its
or their behalf (other than the Lead Manager or any of its Affiliates or any person acting on behalf
of any of them, as to whom Westpac makes no representation or warranty) has engaged or will
engage in any directed selling efforts within the meaning of Rule 902 under the Securities Act
with respect to the Shares.
(h) (On-sale of Shares) The Shares in the Offer may be offered for sale and be on-sold without
disclosure to investors under Part 6D.2 of the Corporations Act.
(i) (no inside information) Other than information relating to the Offer or as disclosed in the
Announcement Material, Westpac is not in possession of any non-public information or
information that is not generally available which, if it were generally available, a reasonable
person would expect to have a material effect on the price or value of the Shares, or that is
information that would influence, or would be likely to influence, persons who commonly invest in
Division 3 financial products (as that term is defined in section 1042A of the Corporations Act) in
deciding whether or not to acquire or dispose of Shares.
(j) (Announcement Material disclosure) Westpac has taken reasonable steps to ensure that the
Announcement Material will not contain any material statements which are misleading or
deceptive and the issue and distribution of the Announcement Material will not constitute conduct
by any person which is misleading or deceptive in a material respect.
(k) (money laundering) to the best knowledge of Westpac:
(i) the New York branch of Westpac conducts its operations in all material respects in
compliance with the financial recordkeeping and reporting requirements of the U.S.
Currency and Foreign Transactions Reporting Act of 1970, as amended and any other
applicable money laundering statutes, rules and regulations; and
(ii) except as otherwise disclosed to the ASX or which could not reasonably be expected to
result in a material adverse effect on the success of the Offer:
(A) Westpac and its subsidiaries conduct their operations outside the United States in
all material respects in compliance with the money laundering statutes, rules and
regulations of the jurisdictions in which they operate and to which the operations
of Westpac and its subsidiaries are subject in such jurisdictions (collectively, the
Money Laundering Laws); and
(B) no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving Westpac or any of its subsidiaries
with respect to the U.S. Currency and Foreign Transactions Reporting Act of
1970, as amended, or the Money Laundering Laws is pending or, to the best
knowledge of Westpac, threatened.
(l) (corrupt practices) to the knowledge of Westpac, none of:
(i) Westpac or any of its subsidiaries;
(ii) any director, officer or employee of Westpac or any of its subsidiaries acting within the
scope of their employment; or
(iii) any agent of Westpac or any of its subsidiaries acting within the scope of its instructions
from Westpac or any of its subsidiaries,
has:
(iv) used any funds of Westpac for any contribution, gift, entertainment or other expense
relating to political activity in violation of any applicable statute, rule or regulation of any
jurisdiction in which Westpac or any such subsidiary operates and to which it is subject;

Underwriting Agreement


LGZS 511297023v7 120960974 page 18

(v) made any direct or indirect payment to any foreign or domestic government official or
government employee from funds of Westpac in violation of any applicable statute, rule
or regulation of any jurisdiction in which Westpac or any such subsidiary operates and
to which it is subject;
(vi) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of
1977 or the U.K. Bribery Act 2010; or
(vii) used any funds of Westpac to make any bribe, rebate, payoff, influence payment,
kickback or other payment, in each case in violation of any applicable statute, rule or
regulation of any jurisdiction in which Westpac or any such subsidiary operates and to
which it is subject.
(m) (sanctions) none of Westpac, any of its subsidiaries or, to the knowledge of Westpac, any
director, officer, agent, employee or affiliate of Westpac or any of its subsidiaries is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury (OFAC) and Westpac will not use the proceeds of the offering of the
Shares hereunder in a manner that would result in a violation by Westpac of the U.S. sanctions
administered by OFAC.

Underwriting Agreement


LGZS 511297023v7 120960974 page 19

Schedule 4
Indemnity (clause 3.7)
1 Indemnity
Subject to paragraph 2 of this Indemnity, Westpac agrees to indemnify and keep indemnified the
Lead Manager and its related bodies corporate and Affiliates and each of their directors, officers,
employees and advisers (each an Indemnified Party and collectively the Indemnified Parties)
from and against all Losses directly or indirectly suffered by or Claims made against an
Indemnified Party arising out of a breach of this agreement by Westpac, including any
representations, warranties or undertakings by Westpac in this agreement proving to have been
untrue or incorrect.
2 Extent of Indemnity
The Indemnity in paragraph 1 of this Indemnity does not extend to and shall not be deemed to be
an Indemnity against Losses suffered by an Indemnified Party to the extent that those Losses
resulted from:
(a) any fraud, recklessness, wilful misconduct or negligence of that Indemnified Party;
(b) any penalty or fine which that Indemnified Party is required to pay for any contravention
by it of the Corporations Act, the Australian Securities and Investments Commission Act
2012 (Cth) or the Competition and Consumer Act 2010 (Cth);
(c) any amount in respect of which this Indemnity would be illegal, void or unenforceable
under any law; or
(d) a material breach of this agreement by that Indemnified Party, other than a material
breach which:
(i) is caused or induced by Westpac or any of its directors, employees or advisers;
or
(ii) is caused by reliance by the Lead Manager on information contained in the
Announcement Material or information provided to it by or on behalf of Westpac;
or
(iii) arises as a consequence of reliance by the Lead Manager on a representation or
warranty given by a third party to it in a Bookbuild application received from a
Bookbuild investor in connection with the Offer.
3 Notice
If the Lead Manager becomes aware of any matter in respect of which an Indemnified Party
wishes to claim for indemnification under the Indemnity contained in this Indemnity, the Lead
Manager must promptly notify Westpac of the substance of that matter.
4 Failure to Notify
The failure of the Lead Manager to notify Westpac pursuant to paragraph 3 of this Indemnity shall
not release Westpac from any obligation or liability which it may have pursuant to this agreement
except that the liability of Westpac to indemnify that Indemnified Party under this agreement shall
be reduced in relation to the Lead Manager to the extent to which the amount the subject of the
Indemnity under paragraph 1 of this Indemnity has increased, as a result of the failure to so
notify.

Underwriting Agreement


LGZS 511297023v7 120960974 page 20

5 Benefits of Indemnity
Each Indemnified Party, whether or not a party to this agreement, shall be entitled to the benefit
of the provisions in this Indemnity and these provisions may be enforced on that Indemnified
Party's behalf by the Lead Manager.
6 Preservation of Rights
Subject to paragraph 2 of this Indemnity, the rights of an Indemnified Party under this agreement
shall not in any way be prejudiced or affected by:
(a) any approval given by that party in relation to the Announcement Material or any
presentation, announcement, advertisement or publicity made or distributed in relation to
the Offer with the prior approval of Westpac (whether before or after the Announcement
Date) (collectively the Offer Material);
(b) any knowledge (actual or constructive) acquired by the Indemnified Party after the date of
this agreement of any failure by Westpac to perform or observe any of its obligations
under this agreement;
(c) termination by the Lead Manager of its obligations to manage the Offer under clause 7 of
this agreement;
(d) any inaccuracy in any representation or warranty made by Westpac under this
agreement; or
(e) any other fact, matter or thing which might otherwise constitute a waiver of or in any way
prejudice or affect any right of an Indemnified Party.
7 Westpac Entitled to Defend or Institute Proceedings
In respect of an Indemnified Claim, Westpac shall, subject to paragraphs 10, 11 and 12 of this
Indemnity, be entitled to defend the Indemnified Claim or institute such legal or other proceedings
in the name of any of the Indemnified Parties and conduct the same under the sole management
and control of Westpac, as the case may be. Westpac must diligently pursue any defence it
conducts or any proceedings it takes under this Indemnity and must consult with and keep the
Lead Manager and any relevant Indemnified Party informed of the progress of the defence or the
prosecution of such proceedings.
8 Separate Representation
Notwithstanding paragraph 7 of this Indemnity, where Westpac is conducting a defence of an
Indemnified Claim or proceedings in respect of an Indemnified Claim in the name of an
Indemnified Party, the Indemnified Party may engage its own legal or other representation and
participate in those proceedings but any reasonable expenses incurred by it in relation to those
proceedings shall only be borne by Westpac to the extent that those expenses are:
(a) incurred prior to Westpac taking over conduct of that proceeding; or
(b) incurred with the prior written authority of Westpac.
9 Obligations of Indemnified Parties
The Indemnified Parties, subject only to paragraphs 10 and 12 of this Indemnity, must:
(a) take such reasonable action as Westpac requests to avoid, dispute, resist, appeal,
compromise or defend any Indemnified Claim in respect of it;
(b) not settle any Indemnified Claim without the prior written consent of Westpac (such
consent not to be unreasonably withheld);

Underwriting Agreement


LGZS 511297023v7 120960974 page 21

(c) render all reasonable assistance and co-operation to Westpac in the conduct of any legal
or other proceedings in respect of an Indemnified Claim;
(d) do anything reasonably necessary or desirable to ensure that Westpac is subrogated to
and enjoys the benefit of the rights of the Indemnified Parties in relation to any cross-
claims,
and the Indemnity in paragraph 1 of this Indemnity will not extend to an Indemnified Party, subject
to paragraph 10 of this Indemnity, to the extent that any additional Loss is caused by that
Indemnified Party failing to comply with the terms of this paragraph 9, in excess of the Losses
that would otherwise be the subject of the Indemnity in paragraph 1 of this Indemnity.
The Lead Manager shall be under no obligation to Westpac in respect of a failure by another
Indemnified Party to observe the provisions of this paragraph 9 of this Indemnity.
10 Conditions Precedent to Indemnified Parties' Obligations
The Indemnified Parties are under no obligation under paragraph 9 of this Indemnity unless at the
time Westpac requests any of the Indemnified Parties to take any action:
(a) Westpac agrees to indemnify the Indemnified Parties against all Loss incurred by the
Indemnified Parties in taking the action required, as and when such Loss falls due,
including legal costs and disbursements of its lawyers on a full indemnity basis and the
reasonable cost of any involvement of any officers of the Lead Manager; and
(b) the taking of that action would not, in the reasonable opinion of the Lead Manager, lead
to a material risk of damage to an Indemnified Party's reputation or standing.
11 No Settlement without Consent
Westpac must not (without the prior written consent of the Lead Manager, not to be unreasonably
withheld) settle, compromise or consent to the entry of any judgement in relation to any
Indemnified Claim unless:
(a) such settlement, compromise or consent does not include a statement or omission that
an Indemnified Party is or was at fault or culpable, failed to act or contravened any
applicable law; and
(b) Westpac obtains an unconditional release of each Indemnified Party from all liabilities
arising out of such Indemnified Claim.
12 Right to Reassume Control of Proceedings
An Indemnified Party has a right at any time to reassume any legal or other proceedings
defended or instituted by Westpac in the name of the Indemnified Party as contemplated by
paragraph 7 of this Indemnity (Reassumed Claim). If an Indemnified Party does this:
(a) it will have the right to conduct the same under its sole management and control and will
have absolute discretion with regards to the conduct of those proceedings including any
decision to settle, compromise or consent to the entry of any judgment in relation to any
Reassumed Claim the subject of those proceedings but, in doing so, will act reasonably
and consult with and take account of the views of Westpac so far as is reasonably
possible; and
(b) Westpac will not be bound by the terms of any settlement or compromise and the
Indemnity given by Westpac under this Indemnity shall not apply in respect of the
Reassumed Claim.

Underwriting Agreement


LGZS 511297023v7 120960974 page 22

13 Contractual Contribution
If for any reason the indemnities contained in this Indemnity are unavailable or insufficient to hold
harmless any Indemnified Party against any Indemnified Claim (other than as a result of the
operation of paragraph 2 of this Indemnity) then Westpac agrees to contribute to the relevant
Indemnified Claim in accordance with paragraphs 14 to 18 of this Indemnity in all cases to the
maximum extent allowed by law.
14 Proportional Contribution
The respective proportional contribution of Westpac (on the one hand) and the Indemnified
Parties (on the other hand) in relation to an Indemnified Claim will be as agreed by Westpac and
the Indemnified Parties (and failing agreement as determined by a court of competent jurisdiction)
having regard to the participation in, instigation of, or other involvement of Westpac on the one
hand (in relation to the proportional contribution of Westpac) and the Indemnified Parties on the
other hand (in relation to the proportional contribution of the Indemnified Parties) in the act
complained of. Without limiting the generality of this Indemnity, regard must be had to the
Indemnified Parties' and Westpac's relative intent, knowledge, access to information and
opportunity to correct any untrue statement or omission.
15 No Excess Contribution
Westpac agrees with the Indemnified Parties that in no event will an Indemnified Party be
required to contribute under paragraph 14 of this Indemnity to any Indemnified Claim an
aggregate amount that exceeds the commission and fees paid to the Lead Manager under this
agreement.
16 Right to Reimbursement by Westpac
If an Indemnified Party pays an amount in relation to an Indemnified Claim where it is entitled to
contribution from Westpac under this Indemnity, Westpac agrees to promptly reimburse the
Indemnified Party for that amount.
17 Right to Reimbursement by the Indemnified Party
If Westpac pays an amount in relation to an Indemnified Claim where it is entitled to contribution
from an Indemnified Party under this Indemnity, the Lead Manager agrees to promptly reimburse
Westpac for that amount.
18 No Claims Against Indemnified Parties
Westpac agrees that no Claims may be made by it or any of its related bodies corporate or trusts
against the Indemnified Parties and Westpac (on behalf of itself and each of its related bodies
corporate and trusts) unconditionally and irrevocably releases and discharges each Indemnified
Party from any Claim that may be made by it to recover from any Indemnified Party any Losses
incurred or sustained by Westpac or any of its related bodies corporate or trusts arising directly or
indirectly as a result of the participation of that Indemnified Party in relation to the making of the
Offer, except to the extent that those Losses have arisen from:
(a) any fraud, recklessness, wilful misconduct or negligence of that Indemnified Party;
(b) a material breach of this agreement by that Indemnified Party, other than a material
breach which:
(i) is caused or induced by Westpac or any of its directors, employees or advisers;

Underwriting Agreement


LGZS 511297023v7 120960974 page 23

(ii) is caused by reliance by the Lead Manager on information contained in the
Announcement Material or information provided to it by or on behalf of Westpac;
or
(iii) arises as a consequence of reliance by the Lead Manager on a representation or
warranty given by a third party to it in a Bookbuild application received from a
Bookbuild investor in connection with the Offer.