Information Memorandum for Issuance of Debt Instruments

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


12 November 2020


Market Announcements Office Level 18, 275 Kent Street
ASX Limited Sydney NSW 2000
20 Bridge Street
Sydney NSW 2000



Dear Sir/Madam,

Pursuant to ASX Listing Rules 2.1 (Condition 5) and 15.2, attached is the Information Memorandum dated 11 November
2020 for Westpac Banking Corporation’s US $70,000,000,000 Programme for the Issuance of Debt Instruments (the
“Programme”). Westpac may, from time to time, offer debt securities on the terms and conditions described in the
Information Memorandum.

This document has been authorised for release by Tim Hartin, General Manager & Company Secretary.

INFORMATION MEMORANDUM
Westpac Banking Corporation
(A.B.N. 33 007 457 141)
(AFSL 233714)
(incorporated with limited liability in Australia and registered in the State of New South Wales)
U.S. $70,000,000,000 Programme for the
Issuance of Debt Instruments
This Information Memorandum has been prepared on the basis that application will be made to the Australian Securities Exchange (the “ASX”) for
subordinated instruments issued pursuant to this Information Memorandum (the “Subordinated Instruments”) to be admitted to listing and/or trading on
the ASX’s wholesale Interest Rate Securities Market. This Information Memorandum has also been prepared on the basis that Subordinated Instruments
issued under the Programme may be unlisted or admitted to listing and/or trading on such other or further listing authority and/or stock exchange as may
be agreed between Westpac Banking Corporation (the “Issuer” or “Westpac”) and the relevant Dealer(s).
This Information Memorandum does not comprise (i) a prospectus for the purposes of Part VI of the United Kingdom Financial Services and
Markets Act 2000 (as amended) or (ii) a base prospectus for the purposes of Regulation (EU) 2017/1129 (as amended) (the "Prospectus
Regulation"). This Information Memorandum has been prepared solely with regard to Subordinated Instruments that are (i) not to be admitted to
listing or trading on any regulated market for the purposes of Directive 2014/65/EU, as amended (“MiFID II”) and (ii) not to be offered to the public
in a Member State or the United Kingdom (other than pursuant to one or more of the exemptions set out in Article 1(4) and/or 3(2) of the
Prospectus Regulation).
Instruments issued on a senior, unsubordinated basis may be issued under the Programme on the basis that they will be admitted to trading on the London
Stock Exchange’s Regulated Market, being a regulated market for the purposes of MiFID II (the "Senior Instruments"). The Issuer has published a
prospectus (approved by the United Kingdom Financial Conduct Authority (the “FCA”), being the United Kingdom competent authority for the purposes of
the Prospectus Regulation) pursuant to which Senior Instruments may be issued under the Programme.
This Information Memorandum supersedes any previous base prospectus, listing particulars, information memorandum or information memorandum
addendum describing the Programme in respect of Subordinated Instruments. Any Subordinated Instruments issued under the Programme on or after the
date of this Information Memorandum are issued subject to the provisions described herein. This does not affect any Subordinated Instruments issued
before the date of this Information Memorandum.
Factors which could be material for the purpose of assessing the risks associated with an investment in the Subordinated Instruments issued under the
Programme are set out on pages 15 to 57 of this Information Memorandum.
The Subordinated Instruments have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.

Arranger for the Programme
UBS Investment Bank
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Credit Suisse
Daiwa Capital Markets Singapore Limited
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Mizuho Securities
Morgan Stanley
MUFG
Nomura

RBC Capital Markets
SMBC Nikko
Standard Chartered Bank
TD Securities
UBS Investment Bank
Westpac Banking Corporation
Westpac Europe Limited
11 November 2020

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

3
and delivery of the Subordinated Instruments in certain jurisdictions may be restricted by law. Persons
into whose possession this Information Memorandum or any Pricing Supplement comes are required
by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Subordinated Instruments and on
the distribution of this Information Memorandum or any Pricing Supplement and other offering material
relating to the Subordinated Instruments, see the “Subscription and Sale” section in this Information
Memorandum. In particular, the Subordinated Instruments have not been and will not be registered
under the Securities Act and Subordinated Instruments will be in bearer form and will be subject to U.S.
tax law requirements. Subject to certain exceptions, Subordinated Instruments may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons. Neither
this Information Memorandum nor any Pricing Supplement may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such an offer or solicitation.
PROHIBITION OF SALES TO EEA AND UNITED KINGDOM RETAIL INVESTORS – The
Subordinated Instruments are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the European Economic
Area (“EEA”) or the United Kingdom. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within
the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the “PRIIPs Regulation”) for offering or selling the Subordinated Instruments or otherwise making
them available to retail investors in the EEA or the United Kingdom has been prepared and therefore
offering or selling the Subordinated Instruments or otherwise making them available to any retail
investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.
MiFID II product governance/ target market – The Pricing Supplement in respect of any
Subordinated Instruments may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Subordinated Instruments and which channels
for distribution of the Subordinated Instruments are appropriate. Any person subsequently offering,
selling or recommending the Subordinated Instruments (a “distributor”) should take into consideration
the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Subordinated Instruments (by
either adopting or refining the target market assessment) and determining appropriate distribution
channels.
Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore,
as modified or amended from time to time – Unless otherwise stated in the Pricing Supplement in
respect of any Subordinated Instrument, all Subordinated Instruments issued or to be issued under the
Programme shall be 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).
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance
Rules”), any Dealer subscribing for any Subordinated Instruments is a manufacturer in respect of such
Subordinated Instruments, but otherwise neither the Arranger nor the Dealers nor any of their

4
respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or an invitation
to subscribe for or purchase any Subordinated Instruments and should not be considered as a
recommendation by the Issuer or the Dealers or any of them that any recipient of this Information
Memorandum or any Pricing Supplement should subscribe for or purchase any Subordinated
Instruments. Each recipient of this Information Memorandum or any Pricing Supplement shall be taken
to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
All references in this Information Memorandum to a “Member State” are references to a Member State
of the EEA, references to “U.S.$”, “U.S. dollars” or “U.S. cents” are to the lawful currency of the United
States of America, all references to “A$”, “AUD”, “Australian dollar” and “Australian cents” are to
the lawful currency of Australia, all references to “NZ$” and “NZ cents” are to the lawful currency of
New Zealand, all references to “£”, “Sterling” and “GBP” are to the lawful currency of the United
Kingdom (the “UK”), and all references to “Renminbi” and “CNY” are to the lawful currency of the
People’s Republic of China. References to “€”, “Eur”, “euro” or, as the context may require, “euro
cents” are to the currency, introduced at the third stage of European Economic and Monetary Union
pursuant to the Treaty on European Union of those member states of the European Union which are
participating in the European economic and monetary union (the “Eurozone”). References to
“Australia” are to the Commonwealth of Australia, its territories and possessions.
In connection with the issue of any Tranche (as defined herein) of Subordinated Instruments under the
Programme, the Dealer or Dealers (if any) specified as the stabilising dealers (the “Stabilising
Dealer(s)”) (or persons acting on behalf of any Stabilising Dealer(s)) may, outside Australia and on a
market operated outside Australia and otherwise to the extent permitted by applicable laws and rules,
over-allot Subordinated Instruments or effect transactions with a view to supporting the market price
of the Subordinated Instruments at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Subordinated Instruments
is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Subordinated Instruments and 60 days after the date of the
allotment of the relevant Tranche of Subordinated Instruments. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Dealer(s) (or person(s) acting on behalf of any
Stabilising Dealer(s)) in accordance with all applicable laws and rules.
The Subordinated Instruments are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of securities
such as the Subordinated Instruments to retail investors. By purchasing, or making or
accepting an offer to purchase, any Subordinated Instruments from the Issuer and/or the
Dealers, each prospective investor represents, warrants, agrees with and undertakes to the
Issuer and each Dealer that it has and will at all times comply with all applicable laws,
regulations and regulatory guidance (whether inside or outside the EEA) relating to the
promotion, offering, distribution and/or sale of the Subordinated Instruments (including without
limitation MiFID II as implemented in each Member State of the EEA and in the United Kingdom)
and any other applicable laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Subordinated Instruments by
investors in any relevant jurisdiction. Where acting as agent on behalf of a disclosed or
undisclosed client when purchasing, or making or accepting an offer to purchase, any

5
Subordinated Instruments from the Issuer and/or the Dealers, the foregoing representations,
warranties, agreements and undertakings will be given by and be binding upon both the agent
and its underlying client.

6
TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME 7
RISK FACTORS 15
DOCUMENTS INCORPORATED BY REFERENCE 58
TERMS AND CONDITIONS OF THE SUBORDINATED INSTRUMENTS 60
PRO FORMA PRICING SUPPLEMENT 151
USE OF PROCEEDS 164
WESTPAC BANKING CORPORATION 165
INFORMATION CONCERNING THE UNDERLYING SECURITIES 195
TAXATION 199
SUBSCRIPTION AND SALE 204
GENERAL INFORMATION 214

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

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

8
2001”).
The Issuer is the ultimate parent of the Westpac Group (as defined
below). The Westpac Group is one of four major banking organisations
in Australia and is one of the largest banking organisations in New
Zealand. The Westpac Group provides a broad range of banking and
financial services in these markets, including consumer, business and
institutional banking and wealth management services.
Westpac’s business is focused in Australia and New Zealand,
operating under multiple brands. The Westpac Group operates
through an extensive branch and automated teller machines (“ATMs”)
network, significant online capability, and call centres supported by
specialist relationship and product managers. Westpac’s operations
comprise the following key divisions:
Consumer is responsible for sales and service of banking products,
including mortgages, credit cards, personal loans, and savings and
deposit products to consumer customers in Australia. Banking
products are provided under the Westpac, St.George, BankSA, Bank
of Melbourne, and RAMS brands. Consumer works with Business,
WIB and Specialist Businesses (each as described below) in the
sales, service, and referral of certain financial services and products
including general and life insurance, superannuation, platforms, auto
lending and foreign exchange.
Business provides business banking products and services for
Australian small to medium sized enterprises (“SME”) and
Commercial customers (including Agribusiness) generally up to A$200
million in exposure. The division also serves Private Wealth. SME
includes relationship managed and non-relationship managed SME
customers. The division offers a wide range of banking products and
services to support their borrowing, payments and transaction needs.
In addition, specialist services are provided for cash flow finance, trade
finance, equipment finance and property finance. Business operates
under the Westpac, St.George, BankSA, and Bank of Melbourne
brands. Business works with Consumer, WIB, and Specialist
Businesses in the sale, referral and service of select financial services
and risk management products (including corporate superannuation,
foreign exchange and interest rate hedging).
Westpac Institutional Bank (“WIB”) delivers a broad range of financial
products and services to corporate, institutional and government
customers operating in, or with connections to, Australia and New
Zealand. WIB operates through dedicated industry relationship and
specialist product teams, with expert knowledge in financing,
transactional banking, and financial and debt capital markets.
Customers are supported throughout Australia and via branches and
subsidiaries located in New Zealand, the US, UK and Asia. WIB works
with all of Westpac Group’s divisions in the provision of markets’
related financial needs including foreign exchange and fixed interest

9
solutions.
Westpac New Zealand provides banking, wealth and insurance
products and services for consumer, business and institutional
customers in New Zealand. Westpac conducts its New Zealand
banking business through two banks: Westpac New Zealand Limited
(“WNZL”), which is incorporated in New Zealand, and Westpac
Banking Corporation (New Zealand Branch), which is incorporated in
Australia. Westpac New Zealand operates through a network of
branches and ATMs in both the North and South Islands. Business
and institutional customers are also served through relationship and
specialist product teams. Banking products and services are provided
under the Westpac brand while insurance and wealth products are
provided under Westpac Life and BT brands, respectively. New
Zealand maintains its own infrastructure, including technology,
operations and treasury in accordance with regulatory requirements.
Specialist Businesses provides automobile finance, Australian life,
general and lenders mortgage insurance, investment product and
services (including margin lending and equities broking),
superannuation and retirement products as well as wealth
administration platforms. It also manages Westpac Pacific which
provides a full range of banking services in Fiji and Papua New
Guinea. The division operates under the Westpac, St.George,
BankSA, Bank of Melbourne, and BT brands. Specialist Businesses
works with Consumer, Business and WIB in the provision of select
financial services and products.
Group Businesses include:
 Treasury, which is responsible for the management of
Westpac Group’s balance sheet including wholesale funding,
capital and the management of liquidity. Treasury also
manages the interest rate risk and foreign exchange risks
inherent in the balance sheet, including managing the
mismatch between Westpac Group’s assets and liabilities.
Treasury’s earnings are primarily sourced from managing
Westpac Group’s balance sheet and interest rate risk,
(excluding Westpac New Zealand) within set risk limits;
 Group Technology, which is responsible for technology
strategy and architecture, infrastructure and operations,
applications development and business integration in
Australia; and
 Core Support, which comprises Westpac Group support
functions, including Australian banking operations, property
services, strategy, finance, risk, compliance, legal, human
resources, and customer and corporate relations.
Group Businesses also includes earnings on capital not allocated to
divisions, certain intra-group transactions that facilitate the
presentation of the performance of Westpac Group’s divisions,

10
gains/losses from most asset sales, earnings and costs associated
with Westpac Group’s Fintech investments, and certain other head
office items such as centrally raised provisions.
Issuance in Series:
Subordinated Instruments will be issued in series (each a “Series”).
Each Series may comprise one or more tranches (“Tranches”) issued
on different issue dates. The Subordinated Instruments of each Series
will all be subject to identical terms except that the issue date and/or
the amount of the first payment of interest and/or the issue price may
be different in respect of different Tranches and a Series may comprise
Subordinated Instruments in more than one denomination. The
Subordinated Instruments of each Tranche will all be subject to
identical terms save that a Tranche may comprise Subordinated
Instruments of different denominations.
Form of Subordinated
Instruments:
Subordinated Instruments shall be issued in bearer form or registered
form. In respect of each Tranche of Subordinated Instruments issued
in bearer form, the Issuer will deliver a temporary global instrument (a
“Temporary Global Instrument”) or (if so specified in the relevant
Pricing Supplement in respect of Subordinated Instruments to which
U.S. Treasury Regulation §1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”)
applies (as so specified in such Pricing Supplement)) a permanent
global instrument (a “Permanent Global Instrument”). Such global
instruments will be either (i) deposited on or before the relevant issue
date therefor with a depositary or a common depositary for Euroclear
Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A.
(“Clearstream, Luxembourg”) and/or any other relevant clearing
system or (ii) lodged on or before the relevant issue date thereof with
a sub-custodian in Hong Kong for the Central Moneymarkets Unit
Service operated by the Hong Kong Monetary Authority (“CMU
Service”). Each Temporary Global Instrument will be exchangeable
either for a Permanent Global Instrument, or, if so specified in the
relevant Pricing Supplement, for Subordinated Instruments in
definitive bearer form. Each Permanent Global Instrument will be
exchangeable for Subordinated Instruments in definitive bearer form.
Subordinated Instruments in definitive bearer form will either have
interest coupons (“Coupons”) attached or, if appropriate, a talon
(“Talon”) for further Coupons. Subordinated Instruments in bearer
form may in certain circumstances be exchangeable in accordance
with the terms thereof for Subordinated Instruments in registered form.
Subordinated Instruments in registered form may not be exchanged
for Subordinated Instruments in bearer form.
Currencies: Subordinated Instruments may be denominated in any currency or
currencies subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements. Payments in respect of
Subordinated Instruments may, subject to compliance as aforesaid, be
made in and/or linked to, any currency or currencies other than the
currency in which such Subordinated Instruments are denominated.

11
Status: The Subordinated Instruments will be issued on a subordinated basis
and, subject to the approval of the Australian Prudential Regulation
Authority (“APRA”), are expected to qualify as Tier 2 Capital for the
purposes of the Prudential Standards (as defined in the Terms and
Conditions). The rights and claims of Holders of Subordinated
Instruments against the Issuer will be subordinated on a winding-up of
the Issuer.
Set-off: Neither the Issuer nor any Holder of Subordinated Instruments is
entitled to set-off any amounts due in respect of Subordinated
Instruments held by the Holder against any amount of any nature
owed by the Issuer to the Holder or by the Holder to the Issuer.
Issue Price: Subordinated Instruments may be issued at any price, as specified in
the relevant Pricing Supplement.
Maturities: Any maturity of not less than five years, subject, in relation to specific
currencies, to compliance with all applicable legal and/or regulatory
and/or central bank requirements.
Redemption: Subordinated Instruments may be redeemable at par. Subordinated
Instruments may only be redeemed prior to their stated maturity in the
limited circumstances provided for in Condition 8 (Redemption and
Purchase) of the Subordinated Instruments and subject to certain
conditions, including that Westpac has obtained the prior written
approval of APRA. Any such approval is at the discretion of APRA and
may or may not be given.
Early Redemption: Early redemption will be permitted (if specified as “Applicable” in the
relevant Pricing Supplement): (i) as mentioned in “Terms and
Conditions of the Subordinated Instruments – Redemption and
Purchase – Early redemption at the option of the Issuer” following
notice by the Issuer; (ii) for taxation reasons as mentioned in “Terms
and Conditions of the Subordinated Instruments – Redemption and
Purchase – Early redemption for adverse tax events”; or (iii) for
regulatory reasons as mentioned in “Terms and Conditions of the
Subordinated Instruments – Redemption and Purchase – Early
redemption for regulatory events”, but will otherwise be permitted only
to the extent specified in the relevant Pricing Supplement.
The Issuer’s right to exercise any option to repay, purchase or
otherwise redeem Subordinated Instruments (prior to the stated
maturity thereof, if any) is subject to the prior written approval of APRA,
and investors should not assume that such approval will be given.
Interest: Subordinated Instruments are interest-bearing. Interest may accrue at
a fixed or floating rate and may vary during the lifetime of the relevant
Series.

12
Denominations: Subordinated Instruments will be issued in such denominations as
may be specified in the relevant Pricing Supplement, subject to
compliance with all applicable legal and/or regulatory and/or central
bank requirements.
In the case of Subordinated Instruments which have a denomination
consisting of the minimum denomination plus a higher integral multiple
of another smaller amount, so long as the Subordinated Instruments
are represented by a Temporary Global Instrument or Permanent
Global Instrument and the relevant clearing system(s) so permit, the
Subordinated Instruments will be tradeable only in the minimum
denomination and higher integral multiples of another smaller amount,
notwithstanding that no definitive Subordinated Instruments will be
issued over a certain denomination (as specified in the Pricing
Supplement).
Conversion: If the Subordinated Instruments are required to be converted on
account of a Non-Viability Trigger Event in accordance with the “Terms
and Conditions of the Subordinated Instruments – Non-Viability,
Conversion and Write-off and – Procedures for Conversion”,
depending on the circumstances, Holders of Subordinated
Instruments may receive Ordinary Shares (as defined in the section
entitled “Information Concerning the Underlying Securities”) in the
Issuer or the proceeds from the sale thereof. If conversion into
Ordinary Shares does not occur for any reason within 5 ASX Business
Days after the Non-Viability Trigger Event Date, the Subordinated
Instruments (or a percentage of the Outstanding Principal Amount of
the Subordinated Instruments) will be written-off. This means that
Holders’ rights in relation to Subordinated Instruments (including to
payments of interest and accrued interest, and the repayment of the
Outstanding Principal Amount and, where conversion is the primary
method of loss absorption, to be issued with Ordinary Shares in
respect of such Subordinated Instruments) are immediately and
irrevocably written-off and terminated with effect on and from the Non-
Viability Trigger Event Date.
If any Subordinated Instruments are Converted following a Non-
Viability Trigger Event, it is likely that the Maximum Conversion
Number will apply and limit the number of Ordinary Shares to be
issued. In this case, the value of the Ordinary Shares received is likely
to be significantly less than the Outstanding Principal Amount of the
Subordinated Instruments. The Australian dollar may depreciate in
value against the relevant currency by the time of Conversion. In that
case, the Maximum Conversion Number is more likely to apply.
Information on the
underlying securities:
The Ordinary Shares are admitted to listing and trading on the ASX
(for further information see the section entitled “Information
Concerning the Underlying Securities”).

13
Taxation: Payments in respect of Subordinated Instruments or Coupons, or
upon or with respect to the issuance of any Ordinary Shares upon any
Conversion of Subordinated Instruments, will be made without
withholding or deduction for any taxes, duties, assessments or
governmental charges of whatsoever nature imposed or levied by or
on behalf of Australia or any political subdivision or any authority
thereof or therein having power to tax, unless the withholding or
deduction of such taxes, duties, assessments or governmental
charges is required by law. In that event, unless specified otherwise in
the relevant Pricing Supplement, the Issuer will (subject to customary
exceptions) pay such additional amounts as will result in the Holders
receiving such amounts as they would have received had no such
withholding or deduction been required. Holders should be aware that
the Pricing Supplement prepared in respect of a Tranche of
Subordinated Instruments may modify the terms and conditions set
out herein for that Tranche. This can include, for example, specifying
that the call right of the Issuer, which would ordinarily apply in the event
that the Issuer is required to gross up payments on that tranche of
Subordinated Instruments, will not apply.
Governing Law: Save as provided below, the Subordinated Instruments and all related
contractual documentation will be governed by, and construed in
accordance with, English law. Any matter, claim or dispute arising out
of or in connection with the Subordinated Instruments and all related
contractual documentation, whether contractual or non-contractual,
will be governed by, and determined in accordance with, English law.
The provisions of Conditions 4 (Status of the Subordinated
Instruments - General), 5 (Non-Viability, Conversion and Write-off) and
6 (Procedures for Conversion) (and the defined terms when used in
those Conditions) which relate to subordination, non-viability,
conversion and write-off will be governed by, and construed in
accordance with, the laws of New South Wales, Australia.
Listing: Each Series may be admitted to listing and/or trading on the wholesale
Interest Rate Securities Market of the ASX. Subordinated Instruments
may also be admitted to the Official List of the Irish Stock Exchange
and admitted to trading by the Irish Stock Exchange’s Global
Exchange Market and/or to listing and/or trading by any other
competent listing authority and/or stock exchange as agreed between
the Issuer and the relevant Dealer(s) and specified in the relevant
Pricing Supplement or may be issued on the basis that they will not be
admitted to listing and/or trading by any listing authority and/or stock
exchange.
Terms and Conditions: A Pricing Supplement will be prepared in respect of each Tranche of
Subordinated Instruments a copy of which will:
(a) in the case of Subordinated Instruments admitted to listing and/or
trading on the wholesale Interest Rate Securities Market of the

14
ASX or by any other competent listing authority and/or stock
exchange, be lodged on or with the relevant competent listing
authority and/or stock exchange by the time required by the
relevant competent listing authority and/or stock exchange; and
(b) in the case of Subordinated Instruments to be listed on the Official
List and admitted to trading on the Irish Stock Exchange’s Global
Exchange Market, be delivered to the Irish Stock Exchange and to
the Irish Stock Exchange’s Global Exchange Market as soon as
practicable and, in any event, on or before the closing date for
such Subordinated Instruments.
The terms and conditions applicable to each Tranche will be those set
out herein under “Terms and Conditions of the Subordinated
Instruments” as supplemented, modified or replaced by the relevant
Pricing Supplement.
Enforcement of
Subordinated Instruments
in Global Form
In the case of Subordinated Instruments in global form, individual
investors’ rights will be governed by a Deed of Covenant dated 11
November 2020 (as amended, supplemented or replaced from time to
time), a copy of which will be available for inspection at the office of
the Fiscal Agent specified on page 219.
Clearing Systems: Euroclear, Clearstream, Luxembourg, the CMU Service and/or, in
relation to any Subordinated Instruments, any other clearing system
as may be specified in the relevant Pricing Supplement.
Selling Restrictions: For certain restrictions on offers, invitations, purchases, sales and
deliveries of Subordinated Instruments and on the distribution of
offering material in the USA, the EEA, the UK, Australia, Hong Kong,
Japan, France, the Republic of Ireland, Italy, The Netherlands, New
Zealand, Singapore, Spain, Switzerland and Taiwan, see the
“Subscription and Sale” section.
Cross default: None.

15
RISK FACTORS
Westpac believes that the following material factors may adversely affect its ability to fulfil its obligations
under Subordinated Instruments issued under the Programme. These factors are contingencies that
may or may not occur and Westpac is not in a position to express a view on the likelihood of any such
contingency occurring. In addition, the inability of Westpac to pay interest, principal or other amounts
on or in connection with any Subordinated Instruments may occur for other reasons.
Prospective investors should consult their own financial and legal advisers about risks associated with
an investment in such Subordinated Instruments and the suitability of investing in such Subordinated
Instruments in light of their particular circumstances.
Factors which could be material for the purpose of assessing the market risks associated with
Subordinated Instruments issued under the Programme are described below.
Words and expressions defined in the “Terms and Conditions of the Subordinated Instruments” below
or elsewhere in this Information Memorandum have the same meanings in this section, unless
otherwise stated.
Risks relating to Westpac’s business
COVID-19
COVID-19 has had, and COVID-19 and a pandemic like COVID-19 could in the future have, an
adverse effect on the Westpac Group
The Westpac Group is vulnerable to the impacts of a communicable disease outbreak or a pandemic.
The COVID-19 pandemic has had, and Westpac expects will continue to have, a negative impact on
Westpac’s customers, shareholders, employees and financial performance, among other adverse
effects.
The pandemic has disrupted, and will continue to disrupt, numerous industries and global supply
chains, while important measures to mitigate its impact (such as restrictions on businesses, movement
and public gatherings) have had, and Westpac expects will continue to have, a negative effect on
economic activity.
This decrease in economic activity has affected, and will continue to affect, demand for Westpac’s
products and services for an unknown time and by an unknown amount. The associated financial stress
on Westpac’s customers has increased impairments, defaults and write-offs. Westpac has increased
its provisions for expected credit losses, however, further increases may be required.
Westpac has supported customers impacted by the pandemic by lowering interest rates on certain
products, waiving certain fees and granting deferrals of certain loan repayments. These initiatives have
had and may continue to have a negative impact on the Westpac Group’s financial performance and
may see the Westpac Group assume greater risk than it would have under ordinary circumstances.
There is also a possibility that governments or regulators will require banks (including Westpac) to
provide further support to customers impacted by the COVID-19 pandemic.

16
Actions taken by regulators in response to the COVID-19 pandemic have impacted and could in the
future impact the Westpac Group. As an example, regulators in some overseas jurisdictions have
exercised their powers to prevent banks from declaring dividends or undertaking share buybacks. In
New Zealand, the Reserve Bank of New Zealand (“RBNZ”) made the decision to freeze the distribution
of dividends on ordinary shares by all banks in New Zealand during the period of economic uncertainty
caused by COVID-19. This prevents Westpac’s subsidiary WNZL from paying dividends and has a
negative impact on Westpac’s Level 1 common equity tier 1 (“CET1”) capital ratio.
It is possible that APRA will take a similar approach in the future and prevent Westpac from declaring
dividends to its investors. While APRA has not yet taken such action, it has written to Australian banks
(including Westpac) and outlined its expectation that they limit any dividends and discretionary capital
distributions in the coming months.
Westpac’s business activities and operations have been, and will likely in the future be, disrupted by
disease outbreaks or pandemics. For example, the COVID-19 pandemic has resulted in Westpac
closing workplaces and suspending the provision of services through certain channels.
When such outbreaks or pandemics occur, Westpac may need to adjust its risk appetite, policies or
controls so it can respond to the outbreak or pandemic and protect the well-being of staff and
customers who visit its premises. These changes could have unforeseen consequences and expose
the Westpac Group to increased regulatory oversight and/or regulatory action.
Further, to respond to the COVID-19 pandemic, Westpac has implemented (and may implement in the
future) new measures in very short periods of time. Taking this type of action may increase the risk that
an operational or compliance breakdown occurs, potentially leading to financial losses, impacts on
customer service or regulatory and/or legal action.
The COVID-19 pandemic has also impacted the Westpac Group’s ability to pay dividends, with the
Westpac Group electing not to pay an interim dividend this financial year given the desire to retain a
strong balance sheet and the ongoing uncertainty in the operating environment. It is possible that the
pandemic will negatively impact the Westpac Group’s ability to pay future dividends or make capital
distributions.
There continues to be significant uncertainty associated with the COVID-19 pandemic, including the
severity of the disease, its duration and actions that may be taken by governments and businesses to
attempt to contain the virus or mitigate its impact. In turn, this has the potential for longer term impacts
on Westpac’s customers, business and operations. The COVID-19 pandemic may also heighten other
risks described below.
Legal and regulatory risk
Westpac could be adversely affected by legal or regulatory change
The Westpac Group’s business, prospects, reputation, financial performance and financial condition
have been, and could in the future be, adversely affected by changes to law, regulation, policies,
supervisory activities and the expectations of its regulators. The Westpac Group operates in an
environment where there is increased regulation on and scrutiny of financial services providers.

17
Regulatory change has directly and adversely affected the Westpac Group’s financial condition and
financial position, and could do so in the future. In recent years, laws and regulations have been
introduced requiring Westpac to hold more liquidity and higher capital, and a bank levy (based on
liabilities) has been imposed on Australia’s largest banks. Laws and regulations that have a similar
effect could be passed in the future, including as a result of APRA’s proposed capital policy reforms.
Regulatory changes may also affect how Westpac operates. For example, recent regulation has altered
the way Westpac provides its products and services, in some cases requiring Westpac to change or
discontinue its offerings. Regulation could also limit its flexibility, require it to incur substantial costs,
impact the profitability of its businesses, result in the Westpac Group being unable to increase or
maintain market share and/or create pressure on margins and fees.
There are many sources of regulatory change that could affect Westpac’s business. Such change
could stem from international bodies, such as the Basel Committee on Banking Supervision or from
reviews and inquiries commissioned by governments (including the Royal Commission into Misconduct
in the Banking, Superannuation and Financial Services Industry (the “Royal Commission”)) or
regulators. Reviews and commissions of inquiry may lead to, and in some cases already have led to,
substantial regulatory change, which could have a material impact on the Westpac Group.
Regulation impacting Westpac’s business may not always be released in a timely manner before its
date of implementation. Similarly, early announcements of regulatory change may not be specific and
significantly differ from the final regulation. In those cases, the Westpac Group may not be able to
effectively manage its compliance design in the timeframes available.
Relevant governments or regulators could also revise their application of regulatory policies, thereby
impacting Westpac’s business (such as macro-prudential limits on lending).
It is critical the Westpac Group manages regulatory change effectively. The failure to do so has, and
could in the future, result in the Westpac Group not meeting its compliance obligations, the potential
consequences of which are set out below in the Risk Factor entitled ‘Westpac has been or could be
adversely affected by failing to comply with laws, regulations or regulatory policy’. Westpac expects
that it will continue to invest significantly in compliance and the management and implementation of
regulatory change, and significant management attention and resources may be required to update
existing, or implement new, processes to comply with such new regulations.
The Westpac Group’s ability to manage regulatory change has been, and will in the future be, impacted
by the COVID-19 pandemic or similar pandemics. The COVID-19 pandemic has caused significant
disruptions and delays to regulatory change projects, increasing the risk that the Westpac Group may
not comply with new regulations when they come into effect. The governmental response to COVID-
19 has also seen new legislation and regulation, which may increase compliance risks. The Westpac
Group may also incur significant costs responding to this new legislation and regulation.
Westpac has been and could be adversely affected by failing to comply with laws, regulations
or regulatory policy
Westpac is responsible for ensuring that it complies with all applicable legal and regulatory
requirements and industry codes of practice in the jurisdictions in which it operates or obtains funding,
as well as meeting its ethical standards.

18
The Westpac Group is subject to conduct and compliance risk. These risks are exacerbated by the
increasing complexity and volume of regulation, including where Westpac interprets its obligations and
rights differently to regulators or a court, tribunal or other body. The potential for this is heightened
when regulation is new, untested or is not accompanied by extensive regulatory guidance.
The Westpac Group’s compliance management system is designed to identify, assess and manage
compliance risk. However, this system has not always been, and may not always be, effective.
Breakdowns have, and may in the future, occur due to flaws in the design of controls or processes.
This has resulted in, and may in the future result in, potential breaches of compliance obligations as
well as poor customer outcomes.
Conduct risk could occur through the provision of products and services to customers that do not meet
their needs or do not meet the expectations of the market, as well as the poor conduct of the Westpac
Group’s employees, contractors, agents, authorised representatives and external services providers.
This could occur through a failure to meet professional obligations to specific clients (including fiduciary
and suitability requirements), weakness in risk culture, poor product design and implementation, failure
to adequately consider customer needs or selling products and services outside of customer target
markets. This could include deliberate attempts by such individuals to circumvent Westpac’s controls,
processes and procedures or negligent actions that could result in the circumvention of Westpac’s
controls, processes and procedures. The Westpac Group depends on its people to ‘do the right thing’
to meet its compliance obligations. Inappropriate or poor conduct by these individuals such as not
following a policy or engaging in misconduct has and could result in poor customer outcomes and a
failure by the Westpac Group to meet its compliance obligations. The large number of employees and
the staff of the Westpac Group’s third-party contractors working remotely due to the COVID-19
pandemic may negatively affect the Westpac Group’s compliance controls and monitoring processes
and there may be an increased risk that staff fail to follow internal policies or that customers may be
adversely affected through privacy breaches.
While Westpac has frameworks, policies, processes and controls that are designed to manage poor
conduct outcomes, these policies and processes have been, and may be, ineffective. The failure of
these policies and processes could result in financial losses (including incurring substantial remediation
costs and as a result of litigation by regulators and customers) and reputational damage, which could
adversely affect Westpac’s business, prospects, financial performance or financial condition.
The Westpac Group’s failure, or suspected failure, to comply with a compliance obligation could lead
to a regulator commencing surveillance or an investigation. The Westpac Group is currently subject to
investigations and reviews by regulators, with the intensity of these increasing. The Westpac Group
has devoted (and will need to continue to devote) significant resources and has incurred (and will
continue to incur) costs for these reviews and investigations, which may adversely affect Westpac’s
business, operations, reputation, financial performance and ability to pay dividends.
Depending on the circumstances, regulatory reviews and investigations have in the past and may in
the future result in a regulator taking administrative or enforcement action against the Westpac Group
and/or its representatives. Regulators could pursue civil or criminal proceedings, seeking substantial
fines, civil penalties or other enforcement outcomes. In addition, regulatory investigations may lead to
adverse findings against directors and management, including potential disqualification.
In many cases, Westpac’s regulators have broad powers. For example, APRA can, in certain
circumstances, issue directions to Westpac (such as a direction to comply with a prudential

19
requirement, conduct an audit or take remedial action) or disqualify an ‘Accountable Person’ under the
Banking Executive Accountability Regime (the “BEAR”).
APRA can also require the Westpac Group to hold additional capital either through a capital overlay or
higher risk weighted assets (“RWAs”). APRA imposed a A$500 million overlay to the Westpac Group’s
operational risk capital requirement following the completion of its self-assessment into its frameworks
and practices in relation to governance, culture and accountability and a further A$500 million overlay
following the commencement of civil penalty proceedings by the Australian Transaction Reports and
Analysis Centre (“AUSTRAC”) (both overlays were applied through an increase in RWAs). If the
Westpac Group incurs additional capital overlays it may need to raise additional capital which could
have an adverse impact on the Westpac Group’s financial performance and financial condition.
The political and regulatory environment that the Westpac Group operates in has seen (and may in the
future see) its regulators (including any new regulator) receive new powers along with materially
increased penalties for corporate and financial sector misconduct. In particular, the Australian
Securities and Investments Commission (“ASIC”) can commence civil penalty proceedings and seek
civil penalties (currently up to A$525 million per offence) against an Australian financial services
licensee (such as Westpac) for failing to do all things necessary to ensure that financial services
provided under the licence are provided efficiently, honestly and fairly. The Westpac Group may also
face significant penalties for failing to comply with other obligations, and a failure by the Westpac Group
may result in multiple contraventions leading to large penalties.
Westpac’s regulators have adjusted and may in the future continue to adjust the way they approach
oversight, potentially preferring their enforcement powers over a more consultative approach. For
example ASIC has committed to continue to use a 'Why not litigate?' approach and indicated that it will
(among other things) prioritise case studies and referrals arising from the Royal Commission and
significant market misconduct. APRA has also committed to a revised enforcement approach (including
a new Supervision Risk and Intensity Model), indicating it will use enforcement where appropriate to
prevent and address serious prudential risks and hold entities and individuals to account.
There may also be a shift in the type and focus of enforcement proceedings commenced by regulators
in the future. Regulators may increasingly seek to bring criminal proceedings against institutions and/or
their employees or representatives by referring potential criminal matters to the Commonwealth
Department of Public Prosecutions or other prosecutorial bodies.
The way regulators supervise and monitor institutions has also changed and may continue to change
in the future. An example is ASIC’s ‘Close and Continuous Monitoring’ programme involving onsite
reviews of financial services entities, including Westpac.
While ASIC, APRA and other regulators have indicated their immediate focus is on responding to the
COVID-19 pandemic and they may delay certain enforcement, supervisory activities or monitoring
activities, the long term trend to enhanced supervision and monitoring and greater enforcement activity
remains.
Disruptions to Westpac’s business, operations, third party contractors and suppliers resulting from the
COVID-19 pandemic have also increased and may continue to increase the risk that Westpac will not
be able to satisfy commitments made to regulators about improving processes and/or resolving
outstanding issues, potentially increasing the prospect of a regulator taking action against the Westpac
Group.

20
Regulatory action commenced against the Westpac Group has exposed and may in the future expose
the Westpac Group to an increased risk of litigation brought by third parties (including through class
action proceedings), which may require the Westpac Group to pay compensation to third parties and/or
undertake further remediation activities.
Regulatory investigations, inquiries, litigation, fines, penalties, infringement notices, revocation,
suspension or variation of conditions of regulatory licences or other enforcement or administrative
action or agreements (such as enforceable undertakings) could, either individually or in aggregate with
other regulatory action, adversely affect Westpac’s business, prospects, reputation, financial
performance or financial condition.
The failure to comply with financial crime obligations has had and could have further adverse
effects on Westpac’s business and reputation
The Westpac Group is subject to anti-money laundering and counter-terrorism financing (“AML/CTF”)
laws, anti-bribery and corruption laws, economic and trade sanctions laws and tax transparency laws
in the jurisdictions in which it operates. These laws can be complex and, in some circumstances,
impose a diverse range of obligations. As a result, regulatory, operational and compliance risks are
heightened. For example, AML/CTF laws require Westpac and other regulated institutions to (amongst
other things) undertake the applicable customer identification procedures, conduct ongoing and
enhanced due diligence on customers, maintain and comply with an AML/CTF programme and
undertake ongoing risk assessments.
AML/CTF laws also require Westpac to report certain matters and transactions to regulators (including
international funds transfer instructions (“IFTIs”), threshold transaction reports (“TTRs”) and suspicious
matter reports (“SMRs”)) and ensure that certain information is not disclosed to third parties in a way
that would contravene the ‘tipping off’ provisions in AML/CTF legislation. The failure to comply with
these laws has had, and in the future may have, adverse impacts for the Westpac Group.
In recent years there has been, and there continues to be, increased focus on compliance with financial
crime obligations, with regulators globally commencing large-scale investigations and taking
enforcement action for identified non-compliance (often seeking significant penalties). Further, due to
the Westpac Group’s large number of customers and transaction volumes, the undetected failure or
the ineffective implementation, monitoring or remediation of a system, policy, process or control
(including a regulatory reporting obligation) has, and could in the future result in, a significant number
of breaches of AML/CTF obligations. This in turn could lead to significant penalties and other adverse
impacts for the Westpac Group, such as reputational damage.
While the Westpac Group has systems, policies, processes and controls in place designed to manage
its financial crime obligations (including reporting obligations), these have not always been, and may
not in the future always be effective. This could be for a range of reasons, including, for example, a
deficiency in the design of a control or a technology failure. Westpac’s analysis and reviews, in addition
to regulator feedback, have highlighted that its systems, policies, processes and controls are not
operating satisfactorily in a number of respects and require improvement.
The Westpac Group is currently undertaking a significant multi-year programme of work to strengthen
areas of control weakness in its financial crime risk management framework (including important
aspects of its money laundering and terrorism financing risk assessments and governance) and rectify
the management of this risk. The Westpac Group has increased dedicated financial crime risk expertise

21
and resources to deliver the financial crime programme of work. With increased focus on financial
crime, further issues requiring attention have been identified and may continue to be identified.
Although the Westpac Group provides updates to AUSTRAC and other regulators on its remediation
and other programme activities, there is no assurance that AUSTRAC or other regulators will agree
that its remediation and programme update activities will be adequate or effectively enhance the
Westpac Group’s compliance programs.
If Westpac fails, or where Westpac has failed, to comply with these financial crime obligations, Westpac
has and could face regulatory enforcement action such as litigation, significant fines, penalties and the
revocation, suspension or variation of licence conditions, such as the civil penalty proceedings brought
by AUSTRAC against Westpac on 20 November 2019 for alleged contraventions of the Anti-Money
Laundering and Counter-Terrorism Financing Act 2006 (the “AML/CTF Act”).
Non-compliance or alleged non-compliance with Westpac’s financial crime related obligations and
public disclosure have also resulted in, and could lead to regulatory investigations, reviews, inquiries,
proceedings or other litigation commenced by third parties (including Australian, US or other class
actions), and regulatory action in non-Australian jurisdictions where Westpac operates. Any such
litigation or proceeding could cause significant financial and reputational damage to Westpac.
Reputational damage could result in the loss of customers or restrict the Westpac Group’s ability to
efficiently access capital markets, which could have a material adverse effect on the Westpac Group’s
business, reputation, prospects, financial performance and financial condition. Furthermore, any such
effect could harm the Westpac Group’s credit ratings. Previous enforcement action by AUSTRAC has
resulted in a range of outcomes, depending on the nature and severity of the relevant conduct and its
consequences, including substantial financial penalties, restrictions and other regulator imposed
conditions.
Westpac has and could suffer losses due to litigation
Westpac and its subsidiaries may, from time to time, be involved in legal proceedings (including class
actions), regulatory actions or arbitration. Such litigation could be commenced by a range of plaintiffs,
such as customers, shareholders, suppliers, counterparties and regulators.
In recent years there has been an increase in class action proceedings, many of which have resulted
in significant monetary settlements. The risk of class actions has been heightened by a number of
factors, including regulatory enforcement actions (such as the civil penalty proceedings brought by
AUSTRAC), an increase in the number of regulatory investigations and inquiries (such as the Royal
Commission), a greater willingness on the part of regulators to commence court proceedings, more
intense media scrutiny and the growth of third party litigation funding. Class actions commenced
against a competitor could also lead to similar proceedings against Westpac.
Litigation (including class actions) may, either individually or in aggregate, adversely affect the Westpac
Group’s business, operations, prospects, reputation or financial condition. This risk is heightened by
increases in the severity of penalties for certain breaches of the law. Such matters are subject to many
uncertainties and the outcome may not be predicted accurately. Furthermore, the Westpac Group’s
ability to respond to and defend litigation may be adversely affected by inadequate record keeping.

22
Depending on the outcome of any litigation, the Westpac Group may be required to comply with broad
court orders, including compliance orders, enforcement orders or otherwise pay significant damages,
fines, penalties or legal costs.
In addition, the case studies considered by the Royal Commission, and the Royal Commission’s
findings, have led, and may in the future lead to, regulators commencing investigations and/or
enforcement action against the Westpac Group.
There is a risk that the actual penalty paid following a settlement or determination by a court for any
legal proceedings may be materially higher or lower than the provision or that any contingent liability
may be larger than anticipated. This may occur in a range of situations, for example where the scope
of litigation against the Westpac Group is expanded by further claims or causes of action. There is also
a risk that additional litigation or contingent liabilities arise, all of which could adversely affect Westpac’s
business, prospects, reputation, financial performance or financial condition.
Risks relating to the core operations supporting Westpac’s activities
Reputational damage has harmed and could in the future harm Westpac’s business and
prospects
Reputational risk arises where there are differences between stakeholders’ current and emerging
perceptions, beliefs and expectations and Westpac’s past, current and planned activities, processes,
performance and behaviours.
There are various potential sources of reputational damage. For example, where Westpac’s actions
cause, or are perceived to cause, a negative outcome for customers, shareholders, stakeholders or
the community. Reputational damage could also arise from the failure to effectively manage risks,
failure to comply with legal and regulatory requirements, enforcement or supervisory action by
regulators (such as the civil penalty proceedings brought by AUSTRAC), adverse findings from
regulatory reviews, failure or perceived failure to adequately respond to community, environmental,
social and ethical issues, failure of information security systems, technology failures and security
breaches and inadequate record keeping which may prevent Westpac from demonstrating that or
determining if a past decision was appropriate at the time it was made.
Westpac’s reputation could also be adversely affected by the actions of customers, suppliers, joint-
venture partners, strategic partners, other counterparties and accredited data recipients that the
Westpac Group provides customer data to under Australia’s open banking regime.
Failure, or perceived failure, to address issues that could or do give rise to reputational risk has created,
and could in the future create, additional legal risk, subject Westpac to regulatory investigations,
regulatory enforcement actions, fines and penalties or litigation brought by third parties (including class
actions), require Westpac to remediate and compensate customers and incur remediation costs, or
harm Westpac’s reputation among customers, investors and the market. This could adversely affect
Westpac’s business, prospects, financial performance or financial condition.
Westpac has suffered, and could in the future suffer, information security risks, including
cyberattacks

23
The Westpac Group (and its external service providers) is subject to information security risks. These
risks are heightened by:
• new technologies;
• the increased use of the internet and telecommunications to conduct financial transactions;
• the growing sophistication of attackers;
• increased regulatory focus on cyber security and oversight of cyber activities; and
• the COVID-19 pandemic, which has resulted in many Westpac employees (and staff of service
providers) working remotely or from other sites, potentially providing increased opportunities
for cyber threat actors to exploit.
While Westpac has systems in place to protect against, detect and respond to cyberattacks, these
systems have not always been, and may not always be, effective. There is no assurance that Westpac
will not suffer losses from cyberattacks or information security breaches. The Westpac Group may not
be able to anticipate and prevent a cyberattack, effectively respond to a cyberattack and/or rectify or
minimise damage resulting from a cyberattack. Westpac’s external service providers, and other parties
that facilitate its activities and financial platforms and infrastructure (such as payment systems and
exchanges) are also subject to the risk of cyberattacks.
Westpac’s operations rely on the secure processing, storage and transmission of information on
Westpac’s computer systems and networks, and the systems and networks of external suppliers.
Although Westpac implements measures to protect the confidentiality and integrity of its information,
there is a risk that the computer systems, software and networks on which Westpac relies may be
subject to security breaches, unauthorised access, malicious software, external attacks or internal
breaches that could have an adverse impact on Westpac’s confidential information or that of Westpac’s
customers and counterparties.
A range of potential consequences could arise from a successful cyberattack, such as:
• the Westpac Group’s systems not operating properly, disrupting operations;
• damage to technology infrastructure;
• adverse impacts to network access, operations or availability of services;
• loss of customers;
• loss of data/information;
• reputational damage;
• claims for compensation;
• adverse regulatory action including fines or penalties; and

24
• significant additional resources required to modify Westpac’s systems or to investigate and
remediate any vulnerabilities or incidents.
All these potential consequences could negatively affect Westpac’s business, prospects, financial
performance or financial condition.
As cyber threats evolve, Westpac may need to spend significant resources to modify or enhance its
systems or investigate and remediate any vulnerabilities or incidents.
Westpac could suffer losses due to technology failures
Maintaining the reliability, integrity and security of Westpac’s information and technology is crucial to
Westpac’s business.
While the Westpac Group has a number of processes in place to preserve and monitor the availability
and recovery of Westpac’s systems, there is a risk that Westpac’s information and technology systems
might fail to operate properly or become disabled, including from events wholly or partially beyond
Westpac’s control. For example, the COVID-19 pandemic has seen more employees and staff of
Westpac’s third-party contractors work remotely or from alternative sites, which may put additional
stress on Westpac’s technology infrastructure and systems. Similarly, the COVID-19 pandemic and
the measures implemented by governments to mitigate its spread are likely to result in increased
demand being placed on critical national technology and communications infrastructure which the
Westpac Group relies on. This could adversely impact the reliability of such infrastructure and increase
the risk that Westpac’s technology systems will not be able to operate properly or will become disabled
for a period of time.
If Westpac incurs a technology failure it may fail to meet a compliance obligation (such as retaining
records and data for a certain period of time), or its customers may be adversely affected, including
through privacy breaches or loss of personal data. This could result in reputational damage,
remediation costs and a regulator commencing an investigation and/or taking action against Westpac.
The over reliance on legacy systems may heighten the risk of a technology failure.
Westpac needs to regularly renew and enhance its technology to deliver new products and services,
comply with regulatory obligations and meet its customers’ and regulators’ obligations. Consequently,
Westpac is constantly managing new technology projects. Failure to effectively implement these
projects could result in cost overruns, reduced productivity, operational instability, compliance failures,
reputational damage and/or the loss of market share. This could place Westpac at a competitive
disadvantage and adversely affect its business, prospects, financial performance or financial condition.
Westpac’s failure to recruit and retain key executives, employees and directors may have
adverse effects on its business
Key executives, employees and directors play an integral role in the operation of Westpac’s business
and its pursuit of its strategic objectives. The unexpected departure of an individual in a key role, or
the Westpac Group’s failure to recruit and retain appropriately skilled and qualified persons into these
roles, could each have an adverse effect on Westpac’s business, prospects, reputation, financial
performance or financial condition.
Risks related to Westpac’s financial situation

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Westpac is exposed to adverse credit and capital market conditions
Westpac relies on deposits, and credit and capital markets to fund its business and source liquidity.
Westpac’s liquidity and costs of obtaining funding are related to credit and capital market conditions.
Global credit and capital markets can experience periods of extreme volatility, disruption and
decreased liquidity. Such disruption can be for extended periods and be unpredictable as experienced
during the global financial crisis of 2007 to 2008. The main risks Westpac faces are damage to market
confidence, changes to the access and cost of funding, a slowing in global economic activity or other
impacts on customers or counterparties.
As of 30 September 2020, approximately 27 per cent. of Westpac’s total funding originated from
domestic and international wholesale markets. Of this, around 58 per cent. was sourced outside
Australia and New Zealand. Customer deposits provide around 65 per cent. of total funding. Customer
deposits held by Westpac comprise both term deposits, which can be withdrawn after a certain period
of time and at call deposits, which can be withdrawn at any time.
A shift in investment preferences could result in deposit withdrawals which could increase Westpac’s
need for funding from other, potentially less stable, or more expensive sources.
If market conditions deteriorate due to economic, financial, political or other reasons (including the
COVID-19 pandemic), there may also be a loss of confidence in bank deposits leading to unexpected
withdrawals. This could increase funding costs and Westpac’s liquidity, funding and lending activities
may be constrained and its financial solvency threatened.
If Westpac’s current sources of funding prove to be insufficient, Westpac may need to seek alternatives
which will depend on factors such as market conditions, Westpac’s credit ratings and market capacity.
Even if available, these alternatives may be more expensive or on unfavourable terms, which could
adversely affect Westpac’s financial performance, liquidity, capital resources or financial condition.
If Westpac is unable to source appropriate funding, it may be forced to reduce lending or liquidity. This
may adversely impact its business, prospects, liquidity, capital resources, financial performance or
financial condition. If Westpac is unable to source appropriate funding for an extended period, or if it
can no longer realise liquidity, Westpac may not be able to pay its debts as and when they fall due.
Westpac enters into collateralised derivative obligations, which may require Westpac to post additional
collateral based on market movements, which has the potential to adversely affect Westpac’s liquidity
or ability to use derivative obligations to hedge its interest rate, currency and other financial instrument
risks.
Westpac could be adversely affected by the risk of inadequate capital levels under stressed
conditions
The economic impact of the COVID-19 pandemic has brought to the fore the risk of an inadequate
level or composition of capital to support normal business activities and to meet regulatory capital
requirements under normal operating environments or stressed conditions. Regulatory change will
require banks to hold higher capital, specifically for the implementation of future capital and RWA
regulations coming into effect from 2023. APRA requires banks to operate above the 10.5 per cent.
‘unquestionably strong’ benchmark to prepare for this change, although the impact on each bank will

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be different due to different balance sheet and portfolio mix. Capital distribution constraints apply when
an authorised deposit-taking institution’s (“ADI”) CET1 capital ratio is within the capital buffer range
(consisting of the capital conservation buffer plus any counter-cyclical capital buffer). Capital
constraints could have an impact on Westpac’s ability to pay future dividends or make capital
distributions. Adverse conditions and / or adverse regulatory change could impact Westpac’s capital
adequacy and / or trigger capital distribution constraints.
Sovereign risk may destabilise financial markets adversely
Sovereign risk is the risk that governments will default on their debt obligations or will be unable to
refinance their debts as they fall due. Potential sovereign debt defaults and the risk that governments
will nationalise parts of their economy including assets of financial institutions such as Westpac could
negatively impact the value of Westpac’s holdings of liquid assets. There may also be a cascading
effect to other markets and countries, the consequences of which, while difficult to predict, may be
similar to or worse than those experienced during the global financial crisis of 2007 to 2008. Such an
event could destabilise global financial markets, adversely affecting Westpac’s liquidity, financial
performance or financial condition.
Westpac could be adversely affected by the failure to maintain its credit ratings
Credit ratings are independent opinions on Westpac’s creditworthiness. Westpac’s credit ratings can
affect the cost and availability of its funding and may be important to certain customers or
counterparties when evaluating Westpac’s products and services.
Credit ratings assigned to Westpac by rating agencies are based on an evaluation of a number of
factors, including Westpac’s financial strength, the quality of its governance, structural considerations
regarding the Australian financial system and economy and Australia’s sovereign credit rating. A rating
downgrade could be driven by a downgrade of Australia’s sovereign credit rating, or one or more of
the risks identified in this section or by other events, including changes to the methodologies rating
agencies use to determine ratings.
The economic impacts of the COVID-19 pandemic have affected Westpac’s credit ratings and may do
so in the future. In April 2020, Fitch Ratings (“Fitch”) downgraded its short-term and long-term ratings
for the major Australian banks (including Westpac) by one notch, to A+ (from AA-) and F1 (from F1+)
respectively, citing the significant economic consequences for Westpac’s core markets of Australia and
New Zealand, caused by the actions taken by governments to slow the spread of COVID-19. Fitch has
maintained the rating outlook for the major Australian banks as “negative”, reflecting the major
downside risk to Fitch’s economic outlook in light of the evolving global situation. In April 2020, S&P
Global Ratings revised its outlook for Westpac’s long-term issuer credit rating to ‘negative’, mirroring
a similar change to its outlook for the Australian Sovereign. As the economic impacts from the COVID-
19 pandemic continue, there is a risk that there will be further negative movement in Westpac’s credit
ratings.
A downgrade to Westpac’s credit ratings could have an adverse effect on its cost of funds, collateral
requirements, liquidity, competitive position and its access to capital markets. The extent and nature
of these impacts would depend on various factors, including the extent of any rating change,
differences across agencies (split ratings) and whether competitors or the sector are also impacted.

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Westpac could be adversely affected by a shock to the Australian, New Zealand or other
financial systems
There is a risk that a major systemic shock could occur that adversely impacts the Australian, New
Zealand or other financial systems.
In the past decade the financial services industry and capital markets have been, and may continue to
be, adversely affected by volatility, global economic conditions, external events, geopolitical instability
(such as global conflicts), and political developments. For example, the impacts from the COVID-19
pandemic have been, and could continue to be, significant for the global economy including Australia
and New Zealand.
Market and economic disruptions could adversely affect financial institutions such as Westpac because
consumer and business spending may decrease, unemployment may rise and demand for Westpac’s
products and services could decline, thereby reducing its earnings. These conditions may also affect
the ability of Westpac’s borrowers or counterparties to repay their loans or meet their obligations,
causing Westpac higher credit losses and affecting investors’ willingness to invest in the Westpac
Group. These events could also undermine confidence in the financial system, reduce liquidity, impair
access to funding and affect Westpac’s customers and counterparties. If this occurred, Westpac’s
business, prospects, financial performance or financial condition could be adversely affected.
The nature and consequences of any such event are difficult to predict and there is a risk that
Westpac’s response may be ineffective.
Declines in asset markets could adversely affect Westpac’s operations or profitability
Recent and future declines in Australian, New Zealand or other asset markets, including equity,
residential and commercial property markets have adversely affected, and could in the future adversely
affect, Westpac’s operations and profitability.
Declining asset prices could also impact customers and counterparties and the value of security
(including residential and commercial property) Westpac holds. This may impact Westpac’s ability to
recover amounts owing to it if customers or counterparties default. It may also affect Westpac’s
impairment charges and provisions, in turn impacting its financial performance and financial condition.
Declining asset prices also impact Westpac’s wealth management business as its earnings partly
depend on fees based on the value of securities and/or assets held or managed.
Westpac’s business is substantially dependent on the Australian and New Zealand economies
Westpac’s revenues and earnings are dependent on economic activity and the level of financial
services its customers require.
The majority of Westpac’s business is conducted in Australia and New Zealand so its performance is
influenced by the level and cyclical nature of activity in these countries. These factors are in turn
impacted by domestic and international economic conditions (including, at present, the COVID-19
pandemic).

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A significant decrease in Australian and New Zealand housing valuations and commercial property
valuations could adversely impact Westpac’s lending activities because borrowers with loans in excess
of their property value show a higher propensity to default. If defaults occur, Westpac’s security may
be eroded, causing higher credit losses. The demand for Westpac’s home lending products may also
decline due to changes in tax legislation (such as changes to tax rates, concessions or deductions),
regulatory requirements or buyer concerns about decreases in values.
Adverse changes to economic and business conditions in Australia, New Zealand and other countries
could also adversely affect Westpac’s customers. In particular, due to the economic relationship
between Australia and China, particularly in the mining, resources and agricultural sectors, a slowdown
in China’s economic growth (or the adoption of protectionist trade measures) could negatively impact
the Australian economy. Changes in commodity prices, Chinese Government policies and economic
conditions could reduce demand for Westpac’s products and services and affect the ability of its
borrowers to repay their loans. If this occurred, it could negatively impact Westpac’s business,
prospects, financial performance or financial condition.
Monetary policy can also significantly affect the Westpac Group. Interest rate settings (including low or
negative rates) and other actions taken by central banks (such as quantitative easing) may adversely
affect Westpac’s cost of funds, the value of its lending and investments and its margins. Monetary
policies also impact economic conditions of the jurisdictions Westpac operates or obtains funding in.
These policies could affect demand for Westpac’s products and services and/or have a negative impact
on the Westpac Group’s customers and counterparties, potentially increasing the risk that they will
default. All these factors could adversely affect Westpac’s business, prospects, financial performance
or financial condition.
Risks related to Westpac’s business activities and industry
An increase in defaults has adversely affected and could further adversely affect Westpac’s
financial performance or financial condition
Westpac establishes provisions for credit impairment based on current information and Westpac’s
expectations. If economic conditions deteriorate beyond Westpac’s expectations, some customers
and/or counterparties could experience higher financial stress leading to an increase in defaults and
write-offs, and higher provisioning. Such events could adversely affect Westpac’s liquidity, capital
resources, financial performance or financial condition.
These risks are heightened by the COVID-19 pandemic which has negatively impacted economic
activity and caused a range of customers to experience financial stress. The pandemic has seen many
customers cease or substantially reduce their operations for an unknown period. In addition, individuals
may have been laid off, been unable to work, or have fewer work hours. Westpac has received requests
for assistance from affected businesses and consumers and has implemented, and will continue to
implement, various initiatives to support them, including repayment deferrals and interest capitalisation.
These initiatives, and any support that governments or regulators may in the future require banks to
provide to customers impacted by the COVID-19 pandemic, may have a negative impact on the
Westpac Group’s financial performance and may see the Westpac Group assume greater risk than it
would have under ordinary circumstances.

29
The long-term impact of the COVID-19 pandemic on customers and the magnitude of defaults or
impairments is uncertain. For example, consumers may permanently decrease discretionary spending,
which may increase the time it takes certain industries to recover.
Credit risk also arises from certain derivative, clearing and settlement contracts Westpac enters into,
and from its dealings in, and holdings of, debt securities issued by other institutions, the financial
conditions of which may be affected to varying degrees by economic conditions in global financial
markets.
Westpac faces intense competition in all aspects of its business
The financial services industry is highly competitive. Westpac competes with a range of firms, including
retail and commercial banks, investment banks, other financial service companies, fintech companies
and businesses in other industries with financial services aspirations. This includes those not subject
to the same capital and regulatory requirements which may allow those competitors to operate more
flexibly.
Emerging competitors are increasingly altering the competitive environment by adopting new business
models or seeking to use new technologies to disrupt existing business models.
The competitive environment may also change as a result of increased scrutiny by regulators in the
sector, and legislative reforms such as open banking, which will stimulate competition, improve
customer choice and likely give rise to increased competition from new and existing firms.
A failure to compete effectively in the various markets in which Westpac operates has and may
continue to lead to a decline in its margins or market share.
Deposits fund a significant portion of Westpac’s balance sheet and have been a relatively stable source
of funding. If Westpac is not able to successfully compete for deposits this could increase its cost of
funding, lead Westpac to seek access to other types of funding or result in Westpac reducing its
lending.
Westpac’s ability to compete depends on its ability to offer products and services that meet evolving
customer preferences. A failure to effectively respond to changes in customer preferences could see
Westpac lose customers. This could adversely affect Westpac business, prospects, financial
performance or financial condition.
Westpac could suffer losses due to market volatility
Westpac is exposed to market risk due to its financial markets businesses, its defined benefit plan and
through asset and liability management. Market risk is the risk of an adverse impact on earnings
resulting from changes in market factors, such as foreign exchange rates, commodity prices, equity
prices, and interest rates (including low or negative interest rates and any resulting pressure placed on
the Westpac Group’s interest margins). This includes interest rate risk in the banking book due to a
mismatch between the duration of assets and liabilities arising from the normal course of business
activities.
Changes in markets could be driven by numerous developments. For example, the COVID-19
pandemic has resulted in significant market disruption and price volatility.

30
The July 2017 announcement by the FCA (which regulates the London Interbank Offered Rate
(“LIBOR”)) that it would not require panel banks to continue to submit rates for the calculation of the
LIBOR benchmark after 2021 may also impact market volatility. Accordingly, the continuation of LIBOR
in its current form will not be guaranteed after 2021, and it appears that LIBOR will be discontinued or
modified by 2021. Any such developments or future changes in the administration of LIBOR or other
market benchmarks could have adverse consequences to the return on, value of and market for
securities and other instruments linked to any such benchmark, including securities or other
instruments issued by the Westpac Group.
If Westpac were to suffer substantial losses due to market volatility (including changes in the return on,
value of or market for, securities or other instruments), it may adversely affect its business, prospects,
liquidity, capital resources, financial performance or financial condition.
Westpac has and could suffer losses due to operational risks
Operational risk includes, among other things, reputational risk, technology risk, model risk and
outsourcing risk, as well as the risk of business disruption due to external events such as natural
disasters, or outbreaks of communicable diseases (such as the COVID-19 pandemic), environmental
hazard, damage to critical utilities, and targeted activism and protest activity. While Westpac has
policies, processes and controls in place to manage these risks, these have not always been, or may
not now be, effective.
Ineffective processes and controls have resulted in, and could result in, an adverse outcome for
Westpac’s customers. For example, a process breakdown could result in a customer not receiving a
product on the terms, conditions, or pricing they agreed to, potentially leading to greater amounts of
financial stress. Failed processes could also result in Westpac incurring losses because it cannot
enforce its contractual rights. This could occur because Westpac did not correctly document its rights
or failed to perfect a security interest. These types of operational failures may also result in customer
remediation and/or increased regulatory scrutiny and, depending on the nature of the failure, result in
class action proceedings or a regulator commencing an investigation and/or taking other action.
Westpac could incur losses from fraudulent applications for loans or from incorrect or fraudulent
payments and settlements. Fraudulent conduct can also arise from external parties seeking to access
the bank’s systems or customer accounts. If systems, procedures and protocols for managing fraud
fail, or are ineffective, they could lead to losses which could adversely affect Westpac’s customers,
business, prospects, reputation, financial performance or financial condition.
Westpac is also exposed to model risk, being the risk of loss arising from errors or inadequacies in
data or a model, or in the control and use of a model.
Financial services entities have been increasingly sharing data with third parties, such as suppliers
and regulators, to conduct their business and meet regulatory obligations. A breakdown in a process
or control related to the transfer, storage or protection of data sent to a third party, or the failure of a
third party to use and handle this data correctly, could result in the Westpac Group failing to meet a
compliance obligation (including relevant privacy obligations) and/or have an adverse impact on its
customers and the Westpac Group.
Westpac also relies on a number of suppliers, both in Australia and overseas, to provide services to it
and its customers. The COVID-19 pandemic is disrupting some suppliers and third party contractors,

31
and these disruptions are likely to continue. Failures by these third-party contractors and suppliers to
deliver services as required could disrupt Westpac’s ability to provide its products and services and
adversely impact its operations, financial performance or reputation.
Another possible source of disruption to the Westpac Group is central banks adopting negative interest
rates. If this occurred, the technology systems used by the Westpac Group, its counterparties and/or
financial infrastructure providers may not operate correctly and this may cause loss or damage to the
Westpac Group and/or its counterparties.
Breakdowns in processes and procedures have required, and could in the future require,
Westpac to undertake remediation activity
Breakdowns in Westpac’s processes and procedures (such as those identified in the civil penalty
proceedings brought by AUSTRAC) have led to, and could in the future lead to, adverse outcomes for
customers, employees or other third parties which Westpac is required to remediate.
The Westpac Group has, on a number of occasions, incurred significant remediation costs (including
compensation payments and costs of correcting the issue) and there is a risk that similar issues will
arise in the future that will require remediation.
There are significant challenges and risks involved in customer remediation activities. Westpac’s ability
to investigate the underlying issue could be impeded if the issue is old and occurred beyond Westpac’s
record retention period, or its records are inadequate. It may also be difficult and take significant time
to properly quantify and scope a remediation activity.
Determining how to compensate customers properly and fairly can also be complicated, involving
numerous stakeholders. The Westpac Group’s proposed approach to a remediation may be affected
by a number of events, such as affected customers commencing a class action, or a regulator requiring
a remediation to be done in a specific way. These factors could delay Westpac in completing the
remediation and may lead to a regulator commencing enforcement action against the Westpac Group.
It could result in increased reputational risk, and Westpac could be challenged by regulators, affected
customers, the media and other stakeholders.
The significant challenges involved in scoping and executing remediations also create a risk that the
remediation costs incurred will be higher than initially estimated. Further, delays in completing a
remediation could result in Westpac incurring additional administration costs and making higher
remediation payments to customers to reflect the time value of money.
If the Westpac Group cannot effectively scope, quantify or implement a remediation activity in a timely
way, there could be an adverse impact on Westpac’s business, prospects, reputation, financial
performance or financial condition.
Poor data quality could adversely affect Westpac’s business and operations
Accurate, complete and reliable data, along with appropriate data control, retention and access
frameworks and processes, is critical to Westpac’s business. Data plays a key role in how Westpac
provides products and services to customers, its systems, its risk management framework and its
decision-making and strategic planning.

32
In some areas of its business, Westpac is affected by poor data quality. This has occurred and could
arise in the future in a number of ways, including through inadequacies in systems, processes and
policies, or the ineffective implementation of data management frameworks.
Poor data quality could lead to poor customer service, negative risk management outcomes, and
deficiencies in credit systems and processes. Any deficiency in credit systems and processes could,
in turn, have a negative impact on Westpac’s decision making in the provision of credit and the terms
on which it is provided.
Poor data or poor data retention can also affect Westpac’s ability to meet its compliance obligations
which could lead to a regulator taking action against it. Westpac also needs accurate data for financial
and other reporting.
Due to the importance of data, the Westpac Group has and will likely continue to incur substantial costs
and devote significant effort to improving the quality of data and data frameworks and processes and
remediating deficiencies where necessary. Some of Westpac’s efforts to remediate data issues have
been disrupted by the COVID-19 pandemic and if these are not fixed in a timely way could result in
increased regulatory scrutiny, and lead regulators to require the Westpac Group to remediate these
issues within specific timeframes.
The consequences and effects arising from poor data quality or poor data retention could have an
adverse impact on the Westpac Group’s business, operations, prospects, financial performance and/or
financial condition.
Westpac has suffered, and in the future could suffer, losses and be adversely affected by the
failure to implement effective risk management
Westpac’s risk management framework has not always been, or may not in the future prove to be,
effective.
This could be because the design of the framework is inadequate or that key risk management policies,
controls and processes may be ineffective, due to inadequacies in their design, technology failures or
because of poor implementation. The potential for these types of failings is heightened if the Westpac
Group does not have enough appropriately skilled, trained and qualified employees in key positions.
There are also inherent limitations with any risk management framework as risks may exist, or emerge
in the future, that Westpac has not anticipated or identified and its controls may not be effective.
The risk management framework may also prove ineffective because of weaknesses in risk culture,
which may result in risks and control weaknesses not being identified, escalated and acted upon.
Recent analysis and reviews, in addition to regulatory feedback, have highlighted that the framework
is not operating satisfactorily in a number of respects and needs to be improved. The Westpac Group
has a number of risks which sit outside its risk appetite or do not meet the expectations of regulators.
Further, a deficiency in the design or operation of Westpac’s remuneration structures could have a
negative effect, potentially resulting in staff engaging in excessive risk taking behaviours.
As part of the Westpac Group’s risk management framework, the Westpac Group measures and
monitors risks against its risk appetite. If a risk is out-of-appetite, the Westpac Group needs to take
steps to bring this risk back into appetite in a timely way. However, the Westpac Group may not always

33
be able to achieve this within proposed timeframes. This may occur because, for example, the Westpac
Group experiences delays in enhancing its information technology systems or in recruiting sufficient
numbers of appropriately trained staff for required activities. It is also possible that due to external
factors beyond Westpac’s control, certain risks may be inherently outside of appetite for periods of
time. The Westpac Group is required to periodically review its risk management framework to
determine if it remains appropriate.
If the Westpac Group is unable to bring risks back into appetite, or if it is determined that the Westpac
Group’s risk management framework is no longer appropriate, the Westpac Group may incur
unexpected losses and be required to undertake considerable remedial work, including incurring
substantial costs. The failure to remedy this situation could result in increased scrutiny from regulators,
who could require (amongst other things) that the Westpac Group hold additional capital or direct the
Westpac Group to spend money to enhance its risk management systems and controls. Weaknesses
in risk management systems and controls have recently led to adverse outcomes for the Westpac
Group, with APRA requiring Westpac to hold additional capital following the completion of Westpac’s
Culture, Governance and Accountability self-assessment, as well as following the commencement of
civil penalty proceedings by AUSTRAC. Inadequacies in addressing risks or in the Westpac Group’s
risk management framework could also result in the Westpac Group failing to meet a compliance
obligation and/or financial losses.
If, as has occurred, any of Westpac’s governance or risk management processes and procedures
prove ineffective or inadequate or are otherwise not appropriately implemented, Westpac could be
exposed to higher levels of risk than expected which may result in unexpected losses, breaches of
compliance obligations and reputational damage which could adversely affect its business, prospects,
financial performance or financial condition.
Climate change may have adverse effects on Westpac’s business
Westpac, its customers, external suppliers and communities in which it operates, may be adversely
affected by the physical risks of climate change, including increases in temperatures, sea levels, and
the frequency and severity of adverse climatic events including fires, storms, floods and droughts.
These effects, whether acute or chronic in nature, may directly impact Westpac and its customers
through disruptions to business and economic activity or impacts on income and asset values.
Initiatives to mitigate or respond to climate change (transition risks) may impact market and asset
prices, economic activity, and customer behaviour, particularly in emissions intensive industry sectors
and geographies affected by these changes. Further, the failure or perceived failure to manage climate
change appropriately may increase the risk that third parties commence litigation against the Westpac
Group, with this type of climate-related litigation becoming more common.
Failure to effectively manage and disclose these risks could adversely affect Westpac’s business,
prospects, reputation, financial performance or financial condition.
Westpac could suffer losses due to environmental factors or external events
Westpac and its customers operate businesses and hold assets in a diverse range of geographic
locations. Any significant environmental change or external event (including fire, storm, flood,
earthquake, outbreaks or pandemics of communicable diseases such as the COVID-19 pandemic, civil
unrest or terrorism) in any of these locations has the potential to disrupt business activities, damage

34
property and affect asset values and Westpac’s ability to recover amounts owing to it. In addition, such
an event could have an adverse impact on economic activity, consumer and investor confidence, or
the levels of volatility in financial markets, all of which could adversely affect Westpac’s business,
prospects, financial performance or financial condition.
Westpac could suffer losses due to insurance risk
Insurance risk is the risk in Westpac’s licensed regulated insurance entities of lapses being greater
than expected, or the costs of claims being greater than expected due to a failure in product design,
underwriting, reinsurance arrangements or an increase in the severity and/or frequency of insured
events. The COVID-19 pandemic and its economic impacts may lead to increased insurance claims,
as well as potentially impact new business, lapses, and capital coverage for the Westpac Group’s
insurance entities.
In life insurance, risk arises primarily through mortality and morbidity (illness and injury) risks, the costs
of claims relating to those risks being greater than was anticipated and policy lapses.
In general insurance, insurance risk arises mainly through environmental events (including storms,
floods and bushfires) and other calamities, such as earthquakes and tsunamis. The frequency and
severity of these external events is difficult to predict and it is possible that pricing and reserving may
not be adequate to cover the cost of claims that may arise.
In lenders’ mortgage insurance, insurance risk arises primarily from higher levels of mortgage defaults
than expected, mostly from unemployment or other economic factors.
If Westpac’s reinsurance arrangements are ineffective, this could lead to more retained losses than
anticipated. The Westpac Group has been unable to, and may in the future be unable to, renew
reinsurance arrangements on similar terms, including in relation to the cost, duration and amount of
reinsurance cover provided. There is also a risk that Westpac will not be able to obtain and have not
obtained appropriate reinsurance or insurance coverage for the risks that the Westpac Group may be
exposed to.
Changes in critical accounting estimates and judgements could expose the Westpac Group to
losses
The Westpac Group is required to make estimates, assumptions and judgements when applying
accounting policies and preparing its financial statements, particularly in connection with the calculation
of provisions (including remediation and expected credit losses) and the determination of the fair value
of financial instruments. A change in a critical accounting estimate, assumption and/or judgement
resulting from new information or from changes in circumstances or experience could result in the
Westpac Group incurring losses greater than those anticipated or provided for.
If the Westpac Group’s actual and expected credit losses exceed those currently provided for, or if any
of its other accounting judgements change in the future, there could be an adverse effect on the
Westpac Group’s financial performance, financial condition and reputation. The Westpac Group’s
financial performance and financial condition may also be impacted by changes to accounting
standards or to generally accepted accounting principles.

35
Westpac could suffer losses due to impairment of capitalised software, goodwill and other
intangible assets that may adversely affect its business, operations or financial condition
In certain circumstances Westpac may incur a reduction in the value of intangible assets. At Westpac’s
balance date Westpac’s intangible assets principally relate to goodwill recognised on acquisition,
capitalised software and other capitalised expenses.
Westpac is required to assess the recoverability of goodwill and other intangible asset balances at
least annually or wherever an indicator of impairment exists. For this purpose, Westpac uses a
discounted cash flow calculation. Changes in the methodology or assumptions in calculations together
with changes in expected cash flows, could materially impact this assessment. Estimates and
assumptions used in assessing the useful life of an asset can also be affected by a range of factors
including changes in strategy, changes in technology and regulatory requirements.
In the event that an asset is no longer in use, or its value has been reduced or that its estimated useful
life has declined, an impairment will be recorded, adversely impacting the Westpac Group’s financial
performance.
Westpac could suffer losses if it fails to syndicate or sell down underwritten securities
As a financial intermediary, Westpac underwrites listed and unlisted debt and equity securities.
Westpac could suffer losses if it fails to syndicate or sell down this risk to others. This risk is more
pronounced in times of heightened market volatility, such as during the COVID-19 pandemic.
Certain strategic decisions may have adverse effects on Westpac’s business
The Westpac Group routinely evaluates and implements strategic decisions and objectives including
diversification, innovation, divestment or business expansion initiatives.
The expansion or integration of a new business, or entry into a new business, can be complex and
costly.
Westpac also acquires and invests in businesses. These transactions involve a number of risks. For
example, a business Westpac invests in may not perform as anticipated or ultimately prove to be
overvalued when the transaction was entered into.
In addition, Westpac may be unable to successfully divest businesses or assets, or to do so in a timely
manner. As a result Westpac may not receive the anticipated positive business results, and the
Westpac Group could otherwise be adversely affected.
There are also risks involved in failing to appropriately respond to changes in the business environment
(including changes related to economic, geopolitical, regulatory, technological, environmental, social
and competitive factors). This could have a range of adverse effects on Westpac, such as being unable
to increase or maintain market share and placing pressure on margins and fees.
Any of these risks could have a negative impact on the Westpac Group’s business, prospects,
reputation, engagement with regulators, financial performance or financial condition.

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Limitation on Independent Registered Public Accounting Firm’s Liability
The liability of PricewaterhouseCoopers Australia (an Australian partnership which Westpac refers to
as “PwC Australia”), with respect to claims arising out of its audit report in Westpac’s 2020 Annual
Report, is subject to the limitations set forth in the Professional Standards Act 1994 of New South
Wales, Australia, as amended (the “Professional Standards Act”) and Chartered Accountants
Australia and New Zealand (NSW) scheme adopted by Chartered Accountants Australia and New
Zealand and approved by the New South Wales Professional Standards Council pursuant to the
Professional Standards Act (the “NSW Accountants Scheme”). For matters occurring on or prior to 8
October 2019, the liability of PwC Australia may be subject to the limitations set forth in predecessor
schemes. The current NSW Accountants Scheme expires on 7 October 2024 unless further extended
or replaced.
The Professional Standards Act and the NSW Accountants Scheme may limit the liability of PwC
Australia for damages with respect to certain civil claims arising in, or governed by the laws of, New
South Wales directly or vicariously from anything done or omitted to be done in the performance of its
professional services for Westpac, including, without limitation, its audits of Westpac’s financial
statements. The extent of the limitation depends on the timing of the relevant matter and is:
 in relation to matters occurring on or after 8 October 2013, a maximum liability for audit work
of A$75 million; or
 in relation to matters occurring on or prior to 7 October 2013, the lesser of (in the case of audit
services) ten times the reasonable charge for the service provided and a maximum liability for
audit work of A$75 million.
The limitations do not apply to claims for breach of trust, fraud or dishonesty.
In addition, there is equivalent professional standards legislation in place in other states and territories
in Australia and amendments have been made to a number of Australian federal statutes to limit liability
under those statutes to the same extent as liability is limited under state and territory laws by
professional standards legislation. Accordingly, liability for acts or omissions by PwC Australia in
Australian states or territories other than New South Wales may be limited in a manner similar to that
in New South Wales. These limitations of liability may limit recovery upon the enforcement in Australian
courts of any judgement under English or other foreign laws rendered against PwC Australia based on
or related to its audit report on Westpac’s financial statements. Substantially all of PwC Australia's
assets are located in Australia. However, the Professional Standards Act and the NSW Accountants
Scheme have not been subject to extensive judicial consideration and therefore how the limitation
might be applied by the courts and the effect of the limitation remain untested in a number of respects,
including its effect in respect of the enforcement of foreign judgements.
Risks related to the market generally
The secondary market generally
Subordinated Instruments may have no established trading market when issued, and one may never
develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to
sell their Subordinated Instruments easily or at prices that will provide them with a yield comparable to
similar investments that have a developed secondary market. This is particularly the case for

37
Subordinated Instruments that are especially sensitive to interest rate, currency or market risks, are
designed for specific investment objectives or strategies or have been structured to meet the
investment requirements of limited categories of investors. These types of Subordinated Instruments
would generally have a more limited secondary market and more price volatility than conventional debt
securities. Illiquidity may have a severely adverse effect on the market value of Subordinated
Instruments.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Subordinated Instruments in the Specified Currency.
This presents certain risks relating to currency conversions if an investor’s financial activities are
denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the
Specified Currency. These include the risk that exchange rates may change significantly (including
changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and
the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange
controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency
would decrease (i) the Investor’s Currency-equivalent yield on the Subordinated Instruments, (ii) the
Investor’s Currency-equivalent value of the principal payable on the Subordinated Instruments and (iii)
the Investor’s Currency-equivalent market value of the Subordinated Instruments.
Government and monetary authorities may impose (as some have done in the past) exchange controls
that could adversely affect an applicable exchange rate. As a result, investors may receive less interest
or principal than expected, or no interest or principal.
Credit or corporate ratings may not reflect all risks
One or more independent rating agencies may assign ratings to the Subordinated Instruments and/or
the Issuer. The ratings may not reflect the potential impact of all risks related to structure, market,
additional factors discussed in this section, and other factors that may affect the value of the
Subordinated Instruments or the standing of the Issuer. A credit rating and/or a corporate rating is not
a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency
at any time.
Risks related to Subordinated Instruments generally
The Subordinated Instruments are loss absorption instruments that involve risk and may not
be a suitable investment for all investors
The Subordinated Instruments are loss absorption instruments designed to comply with applicable
Australian banking regulations and involve certain risks. Each potential investor in the Subordinated
Instruments must determine the suitability (either alone or with the help of a financial advisor) of an
investment in the Subordinated Instruments in light of its own circumstances. In particular, each
potential investor should understand thoroughly the terms of the Subordinated Instruments, such as
the provisions governing the Conversion or Write-off, including under what circumstances a Non-
Viability Trigger Event could occur.
A potential investor should not invest in the Subordinated Instruments unless it has the knowledge and
expertise (either alone or with the help of a financial advisor) to evaluate how the Subordinated
Instruments will perform, subject to the risks set forth herein, the resulting effects on the likelihood of

38
the Conversion or Write-off and the value of the Subordinated Instruments, and the resultant impact
on the potential investor’s overall investment portfolio. Prior to making an investment decision, potential
investors should consider carefully, in light of their own financial circumstances and investment
objectives, all the information contained in or incorporated by reference into this Information
Memorandum.
Investments in Subordinated Instruments are not deposit liabilities or protected accounts
under Australian legislation
The Subordinated Instruments are not deposit liabilities or protected accounts of the Issuer for the
purposes of the Banking Act 1959 of Australia (the “Banking Act”) or Financial Claims Scheme and
will not be subject to the depositor protection provisions of Australian banking legislation. The
Subordinated Instruments will not be guaranteed or insured by any Australian government, government
agency or compensation scheme of Australia or any other jurisdiction.
Payments are subject to satisfaction of the Solvency Condition
All of the Issuer’s obligations to make payments in respect of the Subordinated Instruments are subject
to the Solvency Condition being satisfied.
If the Solvency Condition is not satisfied (that is, if the Issuer is not able to pay its debts as they fall
due, or the Issuer’s Assets do not exceed its Liabilities, both at the time the payment is due or
immediately after making the payment) no payment will be made in respect of the Subordinated
Instruments. The Issuer’s failure to pay in such circumstances will not be an Event of Default and any
unpaid principal will accrue interest and interest not paid will accrue with compounding until it is paid
and will be payable on the first Business Day on which the Issuer meets the Solvency Condition.
However, if a Non-Viability Trigger Event occurs, all of the Issuer’s obligations to make payments in
respect of the Subordinated Instruments (to the extent Converted or Written-off) (including in respect
of accrued but unpaid interest) will cease and Holders will have no rights to recover any unpaid
amounts (although if Conversion is the primary method of loss absorption as specified in the Pricing
Supplement, Holders will receive Ordinary Shares upon Conversion, assuming Westpac is able to
Convert the Subordinated Instruments).
A Non-Viability Trigger Event may occur
If a Non-Viability Trigger Event occurs, the Issuer must Convert the Subordinated Instruments to
Ordinary Shares or, if Write-off is specified in the Pricing Supplement as being the primary method of
loss absorption, Write-off the Subordinated Instruments. Even if Conversion is specified in the Pricing
Supplement as being the primary method of loss absorption, the Subordinated Instruments may, in
certain circumstances, still be subject to Write-off. See “Termination of rights where Conversion does
not occur or if Write-off is the primary method of loss absorption” below.
A Non-Viability Trigger Event occurs when APRA notifies the Issuer in writing that it believes:
 Conversion or Write-Off of Subordinated Instruments (or conversion, write-off or write-down
of Relevant Securities) is necessary because, without it, the Issuer would become non-viable;
or
 a public sector injection of capital, or equivalent support, is necessary because, without it, the

39
Issuer would become non-viable.
APRA has indicated that at this time it will not provide guidance as to how it will determine non-viability.
Non-viability could be expected to include serious impairment of the Issuer’s financial position,
concerns about its capital, funding or liquidity levels and/or insolvency. However, it is possible that
APRA’s definition of non-viability may not necessarily be confined to these matters and APRA’s
position on these matters may change over time. As the occurrence of a Non-Viability Trigger Event
is at the discretion of APRA, there can be no assurance given as to the factors and circumstances that
might give rise to such an event. A Non-Viability Trigger Event could occur at any time. It could occur
on dates not previously contemplated by investors or which may be unfavourable in light of then-
prevailing market conditions or investors’ individual circumstances or timing preferences.
The Issuer has frameworks in place to manage capital, funding and liquidity risk to lower the risk of
experiencing financial difficulty.
The section entitled “Risks relating to Westpac’s business” sets out a number of general risks
associated with the Issuer’s businesses. If one, or a combination, of these risks leads to a significant
capital loss, or prolonged difficulties in raising funding or maintaining sufficient liquidity, the Issuer
believes this may be the type of situation in which APRA would become concerned and notify the Issuer
that it has become non-viable. It should be noted that these are examples. The risks outlined in the
section entitled “Risks relating to Westpac’s business” are not exhaustive and there may be other risks
which affect the financial performance and condition of the Issuer and consequently, the likelihood of
the occurrence of a Non-Viability Trigger Event.
Conversion following a Non-Viability Trigger Event
Upon the occurrence of a Non-Viability Trigger Event, if Conversion is the primary method of loss
absorption and if Subordinated Instruments are required to be Converted (see “Order of Conversion of
Relevant Securities”, below), all or some Subordinated Instruments (or a percentage of the
Outstanding Principal Amount of each Subordinated Instrument) will Convert into the applicable
Conversion Number of Ordinary Shares, subject to the Maximum Conversion Number. In these
circumstances, it is likely that the Maximum Conversion Number will apply and limit the number of
Ordinary Shares to be issued. Upon Conversion, the value of Ordinary Shares received is likely to be
significantly less than the Outstanding Principal Amount of the Subordinated Instruments because:
 the VWAP during the 5 ASX Business Days on which trading in Ordinary Shares took place
immediately preceding but not including the Non-Viability Trigger Event Date may differ from
the Ordinary Share price on or after that date;
 the number of Ordinary Shares holders receive for each Subordinated Instrument on
Conversion is limited by the Maximum Conversion Number, which is based on 20 per cent. of
the Issue Date VWAP. It is likely that the Maximum Conversion Number will apply if a Non-
Viability Trigger Event has occurred and limit the number of Ordinary Shares to be issued; and
 where the Specified Currency is other than the Australian dollar, the Australian dollar may
depreciate in value against the Specified Currency by the time of Conversion. Any
depreciation of the Australian dollar against the Specified Currency by the time of Conversion
will increase the likelihood of the Maximum Conversion Number applying on Conversion and
will likely also reduce the Specified Currency equivalent of Ordinary Shares received,

40
particularly if such depreciation is significant. This is because:
o the Maximum Conversion Number is based on an Issue Date VWAP in Australian
dollars and the Specified Currency Outstanding Principal Amount of each
Subordinated Instrument converted to Australian dollars is based on the spot rate of
exchange at the time of issue; and
o the Conversion Number is based on the VWAP in Australian dollars at the time of
Conversion and the Specified Currency Outstanding Principal Amount of each
Subordinated Instrument converted to Australian dollars is based on the spot rate of
exchange at the time of Conversion.
The Maximum Conversion Number may be adjusted to reflect a consolidation, division or
reclassification, or pro rata bonus issue, of Ordinary Shares. However, no adjustment will be made to
it on account of other transactions which may affect the price of Ordinary Shares, including for example,
rights issues, returns of capital, buy-backs or special dividends. The transactions that Westpac may
undertake with respect to its share capital are not limited and any such action may increase the risk
that Holders receive only the Maximum Conversion Number and so adversely affect the position of
Holders.
However, even if Conversion is the primary method of loss absorption, the Subordinated Instruments
may, in certain circumstances, still be subject to Write-off. See “Termination of rights where Conversion
does not occur or if Write-off is the primary method of loss absorption” below.
Ordinary Shares
While the Issuer currently has Ordinary Shares listed on the ASX, the Ordinary Shares issued on
Conversion may not be listed, for example, if the Issuer is acquired by another entity and delisted. The
Ordinary Shares may not be able to be sold at prices representing their value based on the VWAP. In
particular, the VWAP will be based on trading days which occurred immediately before the occurrence
of the Non-Viability Trigger Event.
Ordinary Shares are a different type of investment to the Subordinated Instruments. Dividends are
payable at the absolute discretion of the Issuer and the amount of each dividend is also discretionary.
In a Winding-Up, claims of holders of Ordinary Shares rank behind claims of holders of all other
securities and debts of the Issuer. The market price of Ordinary Shares may be more sensitive than
that of Subordinated Instruments to changes in the Issuer’s performance, operational issues and other
business issues.
Potential investors in Subordinated Instruments should understand that if a Non-Viability Trigger Event
occurs and Subordinated Instruments are Converted, investors are obliged to accept Ordinary Shares
or have such Ordinary Shares issued to a Sale and Transfer Agent to be delivered or sold on their
behalf.
Order of Conversion of Relevant Securities
If the Issuer is only required to convert a certain amount of Relevant Securities, the Issuer will
determine the amount of Subordinated Instruments which will be Converted or Written-off and other
Relevant Securities which will be converted, written-off or written-down as follows:

41
 first, the Issuer will convert, write-off or write-down an amount of the face value or outstanding
principal amount of all outstanding Relevant Tier 1 Securities before Conversion or Write-off
of the Subordinated Instruments; and
 second, if conversion, write-off or write-down of those Relevant Tier 1 Securities is not
sufficient, the Issuer will Convert or Write-off the Subordinated Instruments and convert, write-
off or write-down other Relevant Tier 2 Securities, on a pro-rata basis or in a manner that is
otherwise, in the opinion of the Issuer, fair and reasonable (subject to such adjustments as
the Issuer may determine to take into account the effect on marketable parcels and the need
to round to whole numbers of Ordinary Shares and the authorised denominations of any
Relevant Tier 2 Securities remaining on issue, and the need to effect the conversion, write-off
or write-down immediately),
but such determination will not impede the immediate Conversion or Write-Off of the relevant
Subordinated Instruments or percentage of the Outstanding Principal Amount of each Subordinated
Instrument or, if applicable, termination of the relevant Holders’ rights and claims.
However, the Issuer has no obligation to have or maintain on issue Relevant Tier 1 Securities which
are required to be converted, written-off or written-down ahead of Subordinated Instruments and other
Relevant Tier 2 Securities and gives no assurance that there will be any such instruments on issue at
the time at which the Subordinated Instruments may be required to be Converted or Written-off.
Termination of rights where Conversion does not occur or if Write-off is the primary method of
loss absorption
If Conversion of a Subordinated Instrument (or a percentage of the Outstanding Principal Amount of
the Subordinated Instrument) does not occur for any reason within 5 ASX Business Days after the
Non-Viability Trigger Event Date (including, for example, due to applicable law, order of a court or
action of any government authority, including regarding the insolvency, Winding-Up or other external
administration of the Issuer or as a result of the Issuer’s inability or failure to comply with its obligations
under the Terms and Conditions of the Subordinated Instrument in relation to Conversion), or if Write-
off is specified in the Pricing Supplement as being the primary method of loss absorption, then the
Subordinated Instrument (or a percentage of the Outstanding Principal Amount of the Subordinated
Instrument to be Converted or Written-off) will be Written-off and the rights of Holders in relation to
such Subordinated Instrument (including to payments of interest and accrued interest, and the
repayment of the Outstanding Principal Amount and, where Conversion is the primary method of loss
absorption, to be issued with Ordinary Shares in respect of such Subordinated Instruments) will be
immediately and irrevocably written-off and terminated with effect on and from the Non-Viability Trigger
Event Date and investors will lose all or some of their investment and will not receive any compensation.
In certain circumstances, an investor holding Subordinated Instruments subject to Conversion
may not receive Ordinary Shares, only the proceeds thereof, as the Ordinary Shares would be
issued upon Conversion to a Sale and Transfer Agent for immediate sale, which sale is likely
to occur when market conditions are not favourable
lf Subordinated Instruments are held by the operator of a Clearing System, then in respect of a Non-
Viability Trigger Event Date:
(a) provided a Clearing System Participant has provided the Issuer and, if appointed, the relevant

42
Sale and Transfer Agent with certain details relating to its holding of Ordinary Shares (such as
name, address and security account details) by the Clearing System Cut-Off Date (which will
be specified in the Pricing Supplement) the Clearing System Participant will be entitled to
receive the Ordinary Shares; or
(b) the Clearing System Participant will receive the proceeds of the sale of the Ordinary Shares
from one or more Sale and Transfer Agents,
in accordance with the Terms and Conditions of the Subordinated lnstruments. If a Clearing System
Participant fails to provide the required information, notifies the Issuer that it does not wish to receive
Ordinary Shares on or prior to the Clearing System Cut-off Date, or would be an Ineligible Holder, the
Clearing System Participant will not be entitled to receive Ordinary Shares and will instead receive the
proceeds of their sale (after deducting any applicable brokerage fees, stamp duty and other taxes
(including, without limitation, FATCA Withholding) and charges) by a Sale and Transfer Agent.
It is expected that all Subordinated Instruments will be held by one or more Clearing System
Participants (and will be held for so long as the Subordinated Instruments are represented by a
Temporary Global Instrument or Permanent Global Instrument).
In certain circumstances including, for example, where Subordinated lnstruments are held by an
Ineligible Holder or a Holder has notified the lssuer that it does not wish to receive Ordinary Shares on
Conversion, then, on a Non-Viability Trigger Event Date, such Holder's rights (including to payments
of interest and accrued interest and the repayment of the Outstanding Principal Amount and, where
Conversion is the primary method of loss absorption, to be issued with Ordinary Shares in respect of
such Subordinated Instruments) in relation to each Subordinated Instrument will be immediately and
irrevocably written off and terminated. The lssuer will in these circumstances issue the Conversion
Number of Ordinary Shares to one or more Sale and Transfer Agents to hold on trust for sale for the
benefit of the Holder.
An “Ineligible Holder” is:
 a Holder who is prohibited or restricted by any applicable law or regulation in force in Australia
from being offered, holding or acquiring Ordinary Shares. This would include, but is not limited
to, restrictions under Chapter 6 of the Corporations Act 2001, the Foreign Acquisitions and
Takeovers Act 1975 of Australia, the Financial Sector (Shareholdings) Act 1998 of Australia
and Part lV of the Competition and Consumer Act 2010 of Australia; or
 a Foreign Holder. A “Foreign Holder” is a Holder (a) whose place of residence is outside
Australia or (b) who the lssuer otherwise believes may not be a resident of Australia and, in
either case, the lssuer is not satisfied that the laws of both the Commonwealth of Australia
and the Holder’s country of residence would permit the unconditional offer to, or the
unconditional holding or acquisition of Ordinary Shares by, the Holder (although the lssuer is
not bound to enquire and any decision is in its sole discretion).
Where the Ordinary Shares are issued to one or more Sale and Transfer Agents, the Sale and Transfer
Agent will have no duty to seek a fair market price, or to engage in an arm’s length transaction in such
sale, and may not be able to sell the Ordinary Shares at all. In addition, market conditions are likely to
have deteriorated following the Non-Viability Trigger Event that caused the Conversion and their
market value may be significantly less than the value of the Subordinated Instruments.

43
To enable the Issuer to issue Ordinary Shares to a Holder on Conversion, Holders need to have
appropriate securities accounts in Australia for the receipt of Ordinary Shares and to provide to the
Issuer or, if appointed, the Sale and Transfer Agent, prior to the Clearing System Cut-Off Date specified
in the Pricing Supplement, their name and address and certain security holder account and other
details. Holders should understand that a failure to provide this information to the Issuer or, if appointed,
the Sale and Transfer Agent, by the Clearing System Cut-Off Date may result in the Issuer issuing the
Ordinary Shares to the Sale and Transfer Agent who will sell the Ordinary Shares and pay the net
proceeds to the Holders. In this situation, Holders will have no rights against the Issuer in relation to
the Conversion and will not be able to trade in any Ordinary Shares issued to the Sale and Transfer
Agent.
The Issuer may fail to pay principal, interest or other amounts and there are limited remedies
available for an Event of Default
There is a risk that the Issuer may default on payment of some or all of the principal, interest or other
amounts payable on the Subordinated Instruments. If the Issuer does not pay some or all of the
principal, interest or other amounts payable on the Subordinated Instruments, Holders may lose some
or all of the money invested in Subordinated Instruments.
The remedies available to Holders in the event of non-payment are limited. Failure to pay because the
Solvency Condition is not satisfied is not an Event of Default.
If an amount is not paid in circumstances where the Solvency Condition has been satisfied, that is an
Event of Default and the Holder may institute proceedings:
 to recover any amount then due and payable but unpaid on its Subordinated Instrument
(subject to the Issuer being able to make the payment and remain Solvent);
 to obtain an order for specific performance of any other obligation in respect of its
Subordinated Instrument; or
 for a winding-up of the Issuer in Australia.
There is a risk that the entire amount owed may not be recovered even if the Holder institutes
proceedings against the Issuer. Further, although the Terms and Conditions may specify certain
remedies (for example, seeking an order for the winding-up of the Issuer in Australia), the grant of
those remedies may be in the discretion of a court and, as such, may not be granted.
A Holder will have no right to accelerate payment or exercise any other remedies (including any right
to sue for damages) as a consequence of any default other than as specifically described above. In
the event of a Winding-Up in Australia (but not in any other jurisdiction), the Subordinated Instruments
of the relevant series will become immediately due and payable (unless they have already been
Converted or Written-off). This will be the only circumstance in which payment of principal on the
Subordinated Instruments of the relevant series may be accelerated.
Ranking of the Subordinated Instruments
The Subordinated Instruments are unsecured, subordinated obligations of the Issuer.

44
In the event of a Winding-Up, if the Subordinated Instruments are still on issue and have not been
redeemed early, or, following a Non-Viability Trigger Event, Converted or Written-off, they rank for
payment:
 ahead of Ordinary Shares and other Junior Ranking Capital Instruments;
 equally among themselves and with other Equal Ranking Instruments; and
 behind Senior Creditors (including depositors and all holders of the Issuer’s senior or less
subordinated debt).
As the Subordinated Instruments rank after Senior Creditors, there is a risk that in a Winding-Up, there
will be insufficient funds to provide any return to Holders.
If, in a Winding-Up, the Subordinated Instruments of any series are still on issue and have not been
redeemed early, or, following a Non-Viability Trigger Event, Converted or Written-off, Holders will only
be entitled to prove for any sums payable in respect of their Subordinated Instruments as a debt which
is subject to prior payment in full of Senior Creditors. However, it is unlikely a Winding-Up will occur
without a Non-Viability Trigger Event having occurred first and the Subordinated Instruments being
Converted or Written-off. In that event:
 if the Subordinated Instruments have been Converted, Holders will hold Ordinary Shares and
rank equally with existing holders of Ordinary Shares in a Winding-Up; and
 if, following a Non-Viability Trigger Event, Conversion does not occur for any reason (for
example, due to applicable laws, order of a court or action of any government authority) within
5 ASX Business Days following the Non-Viability Trigger Event Date, or if Write-off is specified
in the Pricing Supplement as being the primary method of loss absorption, then the
Subordinated Instruments (or a percentage of the Outstanding Principal Amount) will be
Written-off and the Holders’ rights and claims in relation to such Subordinated Instruments
(including to payments of interest and accrued interest, and the repayment of the Outstanding
Principal Amount and, where Conversion is the primary method of loss absorption, to be
issued with the Conversion Number of Ordinary Shares in respect of such Subordinated
Instruments), are immediately and irrevocably written-off and terminated with effect on and
from the Non-Viability Trigger Event Date.
In such an event, a Holder’s investment in the Subordinated Instruments will lose all or some of its
value and such Holder will not receive any compensation.
Exposure to the Issuer’s financial performance and position and changes to the Issuer’s ratings
An investment in Subordinated Instruments is an investment in the Issuer and may be affected by the
ongoing performance and financial position of the Issuer, or changes to the credit ratings assigned to
the Issuer by rating agencies.
As a result, if the Issuer’s financial performance or position declines or the credit ratings assigned to it
change, or if market participants anticipate such a decline or change, an investment in the
Subordinated Instruments could decline in value even if the Subordinated Instruments have not been
Converted.

45
See the section entitled “Failure to maintain credit ratings could adversely affect Westpac’s cost of
funds, liquidity, competitive position and access to capital markets” for further information regarding
the potential impact of failing to maintain credit ratings assigned to the Issuer by rating agencies.
The Ordinary Share price used to calculate the Conversion Number of Ordinary Shares may be
different to the market price of Ordinary Shares at the time of Conversion
The number of Ordinary Shares issued to Holders upon Conversion will generally depend on the VWAP
of Ordinary Shares over the 5 ASX Business Days on which trading in Ordinary Shares took place
immediately preceding but not including the Non-Viability Trigger Event Date, and is subject to the
Maximum Conversion Number. Accordingly, the Ordinary Share price used to calculate the Conversion
Number of Ordinary Shares may be different to the market price of Ordinary Shares at the time of
Conversion so that the value of Ordinary Shares received may be less than the value of those Ordinary
Shares based on the Ordinary Share price on the Non-Viability Trigger Event Date.
Holders cannot request redemption or Conversion of Subordinated Instruments
Holders have no right to request redemption or Conversion of the Subordinated Instruments at any
time. Therefore, prior to the Maturity Date, unless the Issuer has the right to and elects to redeem the
Subordinated Instruments early (redemption is subject to APRA’s prior written approval, which may or
may not be given), in order to realise an investment, a Holder would need to sell its Subordinated
Instruments at the prevailing market price. Depending on market conditions at the time, the
Subordinated Instruments may be trading at a market price below the issue price and/or the market for
the Subordinated Instruments may not be liquid. The Issuer does not guarantee that Holders will be
able to sell each Subordinated Instrument at an acceptable price or at all.
Redemption at the Issuer’s option or for tax or regulatory reasons
Where the Pricing Supplement specifies “Early redemption at the option of the Issuer” as being
applicable, the Subordinated Instruments may (subject to APRA’s prior written approval, which may or
may not be given) be redeemed at the Issuer’s option in certain circumstances (but not earlier than the
fifth anniversary of the Issue Date). Where the Pricing Supplement specifies “Early redemption for
adverse tax events” or “Early redemption for regulatory events” as being applicable, the Issuer may
(subject to APRA’s prior written approval, which may or may not be given) redeem the Subordinated
Instruments following the occurrence of an Adverse Tax Event or Regulatory Event, provided that the
Issuer has obtained, in the case of an Adverse Tax Event, a supporting opinion of legal or tax advisers
of recognised standing in Australia or, in the case of a Regulatory Event, a supporting opinion of
advisers of recognised standing in Australia or confirmation from APRA that a Regulatory Event has
occurred.
An Adverse Tax Event will occur if the Issuer determines that as a result of any amendment to,
clarification of or change in Tax Legislation which has been or will be effected or any Administrative
Action under or in connection with Tax Legislation or any amendment to, clarification of, or change in,
any such Administrative Action, being in each case by a legislative body, court, government authority
or regulatory body on or after the relevant Issue Date (but which the Issuer did not expect at the Issue
Date):
 there is a material risk that the Issuer would be exposed to a more than de minimis adverse
tax consequence in relation to the Subordinated Instruments;

46
 the Issuer determines that any interest payable on the Subordinated Instruments is not, or
may not be, allowed as a deduction for the purposes of Australian income tax; or
 the Issuer has or will become obliged to pay Additional Amounts in accordance with the Terms
and Conditions of the Subordinated Instruments.
A Regulatory Event will occur if:
 as a result of any amendment to, clarification of or change (including any announcement of a
change that will be introduced) in any law or regulation of the Commonwealth of Australia or
the Prudential Standards or any official administrative pronouncement or action or judicial
decision interpreting or applying such law, regulation or Prudential Standards, which
amendment, clarification or change is effective, or pronouncement, action or decision is
announced, on or after the Issue Date; or
 written confirmation is received from APRA after the Issue Date that,
the Issuer is not or will not be entitled to treat all of the Subordinated Instruments of a Series as Tier 2
Capital in whole, provided that, in each case, the Issuer did not expect at the Issue Date that the matter
giving rise to the Regulatory Event would occur.
There can be no certainty that APRA will provide its prior written approval for any redemption prior to
the Maturity Date. Redemption is also subject to the Solvency Condition having been satisfied and to
the Issuer having replaced, or concurrently with redemption replacing, the Subordinated Instruments
with a capital instrument which is of the same or better quality than the Subordinated Instruments and
the replacement is done under conditions that are sustainable for the Issuer’s income capacity (or
confirmation from APRA that it does not have to replace the Subordinated Instruments).
If redemption occurs on a date not previously contemplated, it may be disadvantageous in light of
market conditions or Holders’ individual circumstances. The possibility of redemption means that the
period for which Holders will be entitled to the benefit of the rights attaching to the Subordinated
Instruments is unknown.
Where cash is received on redemption, the rate of return at which a Holder could re-invest such funds
may be lower than the return received on the Subordinated Instruments. Further, upon redemption a
Holder will receive the Outstanding Principal Amount of the Subordinated Instruments which may be
less than their market value immediately prior to redemption.
Changes to the capital adequacy framework in Australia
Any fall in the Issuer's Common Equity Tier 1 Capital Ratio as a result of changes to APRA's capital
adequacy framework may adversely impact the market price of the Subordinated Instruments or
potentially increase the chance at a later date that Conversion of Subordinated Instruments takes place
due to the occurrence of a Non-Viability Trigger Event (a Non-Viability Trigger Event will occur where
APRA notifies the Issuer in writing that it believes Conversion or Write-off of some or all of the
Subordinated Instruments (or conversion, write-off or write-down of some or all Relevant Securities) or
a public sector injection of capital, or equivalent support, is necessary because, without it, the Issuer
would become non-viable).

47
U.S. Foreign Account Tax Compliance Act (“FATCA”)
Legislation incorporating provisions referred to as FATCA was passed in the United States on 18 March
2010. This description is based on guidance issued to date by the U.S. Department of Treasury,
including final regulations. Future guidance may affect the application of FATCA to the Subordinated
Instruments and the Ordinary Shares.
It is possible that, in order to comply with FATCA, the Issuer (or, if the Subordinated Instruments or the
Ordinary Shares are held through another financial institution, such other financial institution) may be
required (pursuant to an agreement entered into with the United States or under applicable law
(including pursuant to the terms of any applicable intergovernmental agreement entered into between
the United States and any other jurisdiction)) (i) to request certain information from the Holders or
beneficial owners of the Subordinated Instruments or the Ordinary Shares, which information may be
provided to the U.S. Internal Revenue Service (“IRS”), and (ii) to withhold U.S. tax on any portion of
any payment with respect to the Subordinated Instruments or with respect to the Ordinary Shares upon
any Conversion treated as a foreign passthru payment made two years or more after the date on which
the final regulations that define “foreign passthru payments” are published if such information is not
provided or if payments are made to certain foreign financial institutions that have not entered into a
similar agreement with the United States (and are not otherwise required to comply with the FATCA
regime under applicable law (including pursuant to the terms of any applicable intergovernmental
agreement entered into between the United States and any other jurisdiction)).
If the Issuer or any other person is required to withhold or deduct amounts arising under or in
connection with FATCA from any payments made with respect to the Subordinated Instruments, with
respect to the issuance of any Ordinary Shares upon any Conversion or with respect to the Ordinary
Shares, the Holders and beneficial owners of the Subordinated Instruments, and holders and beneficial
owners of Ordinary Shares issued upon any Conversion, will not be entitled to receive any gross up or
other additional amounts under Condition 10 (Taxation) of the Subordinated Instruments, or otherwise,
on account of any such withholding or deduction. FATCA is complex and its application to the
Subordinated Instruments, any Conversion and the Ordinary Shares remains uncertain. Prospective
investors are advised to consult their own tax advisors as to the application of FATCA to the
Subordinated Instruments, any Conversion and the Ordinary Shares.
Future issues of securities by the Issuer
The Issuer and members of the Westpac Group may, at their absolute discretion, issue securities in
the future that:
 rank for payment of principal or interest (including in the Winding-Up of the Issuer or another
member of the Westpac Group) equally with, behind or ahead of the Subordinated
Instruments;
 have the same or different maturities as the Subordinated Instruments;
 have the same or different dividend, interest or distribution rates as the Subordinated
Instruments; or
 have the same or different terms and conditions as the Subordinated Instruments.

48
The Issuer may incur further indebtedness and may issue further securities including further Tier 2
Capital securities. The Terms and Conditions do not require the Issuer to refrain from certain business
changes or require the Issuer to operate within certain ratio limits.
An investment in Subordinated Instruments carries no right to participate in any future issue of
securities (whether equity, hybrid, debt or otherwise) by any member of the Westpac Group.
No prediction can be made as to the effect, if any, such future issues of securities by an entity in the
Westpac Group may have on the market price or liquidity of Subordinated Instruments.
The Terms and Conditions provide only limited protection against significant events that could
adversely impact your investment in the Subordinated Instruments
The Terms and Conditions do not:
• require the Westpac Group to maintain any financial ratios or specific levels of net worth,
revenues, income, cash flow or liquidity;
• restrict the Westpac Group’s subsidiaries’ ability to issue securities or otherwise incur
indebtedness or other obligations that would be senior to the Issuer’s equity interests in its
subsidiaries and therefore rank effectively senior to the Subordinated Instruments with respect
to the assets of the Issuer’s subsidiaries;
• restrict the Westpac Group’s ability to repurchase or prepay any other of its securities or other
indebtedness; or
• restrict the Westpac Group’s ability to make investments or to repurchase, or pay dividends
or make other payments in respect of Ordinary Shares or other securities ranking junior to the
Subordinated Instruments.
As a result of the foregoing, when evaluating the terms of the Subordinated Instruments, potential
investors should be aware that the Terms and Conditions do not restrict the Issuer or the Westpac
Group’s ability to engage in, or to otherwise be a party to, a variety of corporate transactions,
circumstances and events that could have an adverse impact on an investment in the Subordinated
Instruments.
Amendment of the Terms and Conditions of Subordinated Instruments
The Issuer may, with the consent of the Fiscal Agent and provided it obtains APRA's prior written
approval where the amendment may affect the eligibility of any Subordinated Instrument as Tier 2
Capital, amend the Terms and Conditions for any Subordinated Instrument, the relevant Pricing
Supplement and the Deed of Covenant (each insofar as they may apply to such Subordinated
Instruments) without the approval of Holders, provided the Issuer is of the opinion that the amendment
is for the purposes of correcting a manifest or proven error. Except for the amendments necessary to
effect the substitution of an Approved Successor (see below), no other amendments are permitted
without the sanction of an Extraordinary Resolution.
Amendments under these powers are binding on all Holders despite the fact that a Holder may not
agree with the amendment.

49
APRA's prior written approval to amend the Terms and Conditions is always required where the
amendment may affect the eligibility of the Subordinated Instruments as Tier 2 Capital.
Successor holding company
Where the Issuer is replaced as the ultimate holding company of the Westpac Group by an Approved
Successor and certain other conditions are satisfied, the Issuer may be allowed to make amendments
(provided APRA's prior written approval is obtained) to substitute the Approved Successor as the
debtor in respect of the Subordinated Instruments and the issuer of the ordinary shares issued on
Conversion and to make certain other amendments to the Terms and Conditions. Accordingly, potential
investors should be aware that, if:
 the Issuer is replaced by an Approved Successor as the ultimate holding company of the
Westpac Group; and
 a substitution of the Approved Successor as the debtor in respect of the Subordinated
Instruments and the issuer of the ordinary shares on Conversion is effected under the Terms
and Conditions,
Holders will be obliged to accept Approved Successor Shares and will not receive Ordinary Shares if
Conversion occurs after the replacement of the Issuer with an Approved Successor.
Potential investors should also be aware that Holders may not have a right to vote on any proposal to
approve, implement or give effect to the establishment of an Approved Successor.
The Issuer has not made a decision to substitute an Approved Successor as the ultimate holding
company of the Westpac Group.
Where the Issuer transfers its assets to an Approved Successor, the Issuer may as a result have
reduced assets which may affect its credit rating and the likelihood Holders will receive their claims in
full in a Winding-Up.
No rights if control of the Issuer is acquired
If a person other than an Approved Successor acquires control of the Issuer, the Terms and Conditions
do not provide any right or remedy for the Holders on account of such an acquisition occurring. Further,
such an acquisition of the Issuer may result in the Issuer’s Ordinary Shares no longer being quoted on
ASX.
If, after such an acquisition has occurred, a Non-Viability Trigger Event occurs, the number of Ordinary
Shares issued on Conversion will reflect the VWAP for the period of 5 ASX Business Days on which
the Ordinary Shares were last traded on ASX. The period of 5 ASX Business Days may be well before
the Non-Viability Trigger Event and, accordingly, the value of the Conversion Number of Ordinary
Shares when issued may be very different from the value based on that VWAP. This may adversely
affect the value of the Ordinary Shares which are issued to Holders upon Conversion and such
Ordinary Shares may not be freely tradeable.
The exercise of administrative powers by APRA or other regulatory authorities that supervise
the Issuer may result in adverse consequences to the Holders

50
The exercise of administrative powers by APRA or other regulatory authorities that supervise the Issuer
may result in adverse consequences to the Holders. In particular, under the Banking Act, for the
purpose of protecting depositors and maintaining the stability of the Australian financial system, APRA
has administrative power, among other things, to issue a direction to the Westpac Group regarding the
conduct of its business, including prohibiting making payments with respect to its debt obligations
(including the Subordinated Instruments), and, if it becomes unable to meet its obligations or suspends
payment (and in certain other limited circumstances), to appoint a “Banking Act statutory manager’’ to
take control of its business.
The Banking Act was recently amended to enhance APRA’s powers to facilitate resolution of the
entities it regulates (and their subsidiaries). Additional powers which have been given to APRA and
which impact Westpac include greater oversight, management and directions powers in relation to
Westpac Group entities which were previously not regulated by APRA, increased statutory
management powers over certain other entities within the Westpac Group and changes which are
designed to give statutory recognition to the conversion or write-off of regulatory capital instruments.
Insolvency and similar proceedings are likely to be governed by Australian law
In the event that the Issuer becomes insolvent, insolvency proceedings are likely to be governed by
Australian law. Australian insolvency laws are different from the insolvency laws of certain other
jurisdictions, including the United States and the United Kingdom. In particular, the voluntary
administration procedure under the Corporations Act 2001, which provides for the potential re-
organisation of an insolvent company, is different from Chapter 11 under the U.S. Bankruptcy Code,
the voluntarily administration procedure under the United Kingdom Insolvency Act 1986 and may differ
from similar provisions under the insolvency laws of other non-Australian jurisdictions.
In addition, to the extent that the Holders of the Subordinated Instruments are entitled to any recovery
with respect to the Subordinated Instruments in any bankruptcy or certain other events in bankruptcy,
insolvency, dissolution or reorganization relating to the Issuer, those Holders might not be entitled in
such proceedings to a recovery in a currency other than Australian dollars.
LIBOR-linked Subordinated Instruments
Interest rates and indices which are deemed "benchmarks" (including LIBOR and EURIBOR) are the
subject of recent national and international regulatory guidance and proposals for reform. Some of
these reforms are already effective whilst others are still to be implemented. These reforms may cause
such benchmarks to perform differently than in the past, to disappear entirely, or have other
consequences which cannot be predicted. Any such consequence could adversely affect any
Subordinated Instruments linked to or referencing such a benchmark. Regulation (EU) No. 2016/1011
of the European Parliament and of the Council of 8 June 2016, as amended (the “Benchmarks
Regulation”) applies, subject to certain transitional provisions, to the provision of benchmarks, the
contribution of input data to a benchmark and the use of a benchmark within the EU (which, for these
purposes, includes the United Kingdom). It, among other things, (i) requires benchmark administrators
to be authorised or registered (or, if non-EU-based, to be subject to an equivalent regime or otherwise
recognised or endorsed) and (ii) prevents certain uses by EU supervised entities of benchmarks of
administrators that are not authorised or registered (or, if non-EU based, not deemed equivalent or
recognised or endorsed).
The Benchmarks Regulation could have a material impact on any Subordinated Instruments linked to

51
or referencing a benchmark, in particular, if the methodology or other terms of the benchmark are
changed in order to comply with the requirements of the Benchmarks Regulation. Such changes could,
among other things, have the effect of reducing, increasing or otherwise affecting the volatility of the
published rate or level of the relevant benchmark.
More broadly, any of the international or national reforms, or the general increased regulatory scrutiny
of benchmarks, could increase the costs and risks of administering or otherwise participating in the
setting of a benchmark and complying with any such regulations or requirements. It is not possible to
predict with certainty whether, and to what extent, LIBOR and EURIBOR will continue to be supported
going forwards. In particular, the FCA has indicated that it will cease to use its influence to persuade,
or use its legal powers to compel, panel banks to contribute to LIBOR from the end of 2021. This may
cause LIBOR and EURIBOR to perform differently than they have done in the past, and may have
other consequences which cannot be predicted. Such factors may have (without limitation) the
following effects on certain benchmarks: (i) discouraging market participants from continuing to
administer or contribute to a benchmark; (ii) triggering changes in the rules or methodologies used in
the benchmark; or (iii) leading to the disappearance of the benchmark. Any of the above changes or
any other consequential changes as a result of international or national reforms or other initiatives or
investigations, could have a material adverse effect on the value of and return on any Subordinated
Instruments linked to, referencing or otherwise dependent (in whole or in part) upon a benchmark.
Investors should consult their own independent advisers and make their own assessment about the
potential risks imposed by the Benchmarks Regulation reforms in making any investment decision with
respect to the Subordinated Instruments.
In particular, investors should be aware that if a benchmark rate were discontinued or otherwise
unavailable, the rate of interest on Floating Rate Subordinated Instruments which are linked to or which
reference such benchmarks or the interest rate on Fixed Rate Subordinated Instruments which are
reset by reference to a mid-swap rate linked to such benchmarks will be determined for the relevant
period by the fallback provisions under Condition 7 (Interest) of the Terms and Conditions of the
Subordinated Instruments. These fallback arrangements may require or result in adjustments to the
interest calculation provisions of the Terms and Conditions of the Subordinated Instruments.
In certain situations, including the relevant benchmark ceasing to be administered or being
discontinued or otherwise unavailable, the fallback arrangements will include the possibility that:
(A) the relevant interest rate (or, as applicable, component thereof) could be set or, as the case
may be, determined by reference to a successor rate or an alternative rate (as applicable);
and
(B) such successor rate or alternative rate (as applicable) may be adjusted (if required) by the
relevant Independent Adviser or the Issuer (as applicable) in order to reduce or eliminate, to
the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
applicable) to investors as a result of the replacement of the relevant benchmark although
such adjustments to the Subordinated Instruments may not achieve this objective.
Any such changes may result in the Subordinated Instruments performing differently (which may
include payment of a lower interest rate) than if the original benchmark continued to apply.
No consent of the Holders shall be required in connection with effecting any successor rate or

52
alternative rate (as applicable). In addition, no consent of the Holders shall be required in connection
with any other related adjustments and/or amendments to the Terms and Conditions of the
Subordinated Instruments (or any other document) which are made in order to effect any successor
rate or alternative rate (as applicable). Any such adjustment could have unexpected consequences
and there can be no assurance that, due to the particular circumstances of each Holder, any such
adjustment will be favourable to each Holder.
The Issuer will need to obtain the prior written approval of APRA, which may or may not be given,
before any successor rate or alternative rate (as applicable), or any adjustment spread, may be
effected.
In certain circumstances, the ultimate fallback for a particular Interest Accrual Period (as defined in the
Terms and Conditions of the Subordinated Instruments), including where no successor rate or
alternative rate (as applicable) is determined or where a successor rate or alternative rate (or the
application of any adjustment spread) has been determined but has not been approved by APRA, may
be that the interest rate for the last preceding Interest Accrual Period is used for the following Interest
Accrual Period. This may result in the effective application of a fixed rate for any Floating Rate
Subordinated Instruments, and any Fixed Rate Subordinated Instruments for which the interest rate
was due to be reset, being the Interest Rate which was applicable as at the last preceding Interest
Determination Date or as at the last preceding reset date (as applicable), or, if none, at the Interest
Commencement Date. In addition, due to the uncertainty concerning the availability of successor rates
and alternative rates and the involvement of an Independent Adviser, as well as the requirement for
prior written approval of APRA, the relevant fallback provisions may not operate as intended at the
relevant time.
Any such consequences could have a material adverse effect on the value of and return on any affected
Subordinated Instruments and could affect the ability of the Issuer to meet its obligations under the
relevant Subordinated Instruments or could have a material adverse effect on the value or liquidity of,
and the amount payable under, such Subordinated Instruments. Prospective investors should note that,
in the case of affected Subordinated Instruments, the relevant Independent Adviser or the Issuer (as
applicable) will, subject to the prior written approval of APRA, have discretion to adjust the relevant
successor rate or alternative rate (as applicable) in the circumstances described above.
The market continues to develop in relation to SONIA and SOFR as reference rates for Floating
Rate Subordinated Instruments
Investors should be aware that the market continues to develop in relation to SONIA and SOFR as
reference rates in the capital markets and their adoption as alternatives to LIBOR. In particular, market
participants and relevant working groups are exploring alternative reference rates based on SONIA
and SOFR, including term reference rates (which seek to measure the market’s forward expectation
of an average rate over a designated term).
SOFR is published by the Federal Reserve Bank of New York (the “Federal Reserve”) and is intended
to be a broad measure of the cost of borrowing cash overnight collateralised by Treasury securities
and is a current preferred replacement rate to USD LIBOR. Publication of SOFR began on 3 April 2018
and it therefore has a very limited history. In addition, the future performance of SOFR cannot be
predicted based on its historical performance. The level of SOFR over the term of Floating Rate
Subordinated Instruments may bear little or no relation to the historical level of SOFR. Prior observed
patterns, if any, in the behaviour of market variables, such as correlations, may change in the future.

53
While some pre-publication, hypothetical performance data has been published by the Federal
Reserve, such data inherently involves assumptions, estimates and approximations. Since the initial
publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily
changes in other benchmark or market rates, such as LIBOR, during corresponding periods. In addition,
although changes in compounded SOFR generally are not expected to be as volatile as changes in
daily levels of SOFR, the return on and value of Floating Rate Subordinated Instruments linked to or
which reference a SOFR rate may fluctuate more than floating rate debt securities that are linked to
less volatile rates.
SONIA is currently published by the Bank of England (“BoE”) and is intended to be a measure of the
rate at which interest is paid on sterling short-term wholesale funds in circumstances where credit,
liquidity and other risks are minimal. It is the current preferred replacement rate to GBP LIBOR. SONIA
has been administered by the BoE since April 2016. On 23 April 2018, the methodology used to
calculate the benchmark was reformed following several rounds of consultation. In this context, SONIA
has a limited history. In addition, the future performance of SONIA cannot be predicted based on its
historical performance. The level of SONIA over the term of Floating Rate Subordinated Instruments
may bear little or no relation to the historical level of SONIA. Prior observed patterns, if any, in the
behaviour of market variables, such as correlations, may change in the future. Since the initial
publication of SONIA, daily changes in the rate have, on occasion, been more volatile than daily
changes in other benchmark or market rates, such as LIBOR, during corresponding periods. In addition,
the return on and value of Floating Rate Subordinated Instruments linked to or which reference a
SONIA rate may fluctuate more than floating rate debt securities that are linked to less volatile rates.
The market or a significant part thereof may adopt an application of SONIA and/or SOFR that differs
significantly from that set out in the terms and conditions of the Subordinated Instruments and used in
relation to Floating Rate Subordinated Instruments that reference a SONIA or SOFR rate issued under
this Information Memorandum. The Issuer may in the future also issue Floating Rate Subordinated
Instruments referencing SONIA or SOFR that differ materially in terms of interest determination when
compared with any previous Floating Rate Subordinated Instruments referencing SONIA or SOFR
under this Programme.
As each of SONIA and SOFR is published and calculated by third parties based on data received from
other sources, the Issuer has no control over their respective determinations, calculations or
publications. There can be no guarantee that SONIA and/or SOFR will not be discontinued or
fundamentally altered in a manner that is materially adverse to the interests of investors in Floating
Rate Subordinated Instruments linked to or which reference a SONIA rate or a SOFR rate (or that any
applicable benchmark fallback provisions provided for in the Terms and Conditions will provide a rate
which is economically equivalent for Holders). Neither the Bank of England nor the Federal Reserve
has an obligation to consider the interests of Holders in calculating, adjusting, converting, revising or
discontinuing SONIA or SOFR, respectively. If the manner in which SONIA and/or SOFR is calculated
is changed, that change may result in a reduction of the amount of interest payable on such Floating
Rate Subordinated Instruments and the trading prices of such Floating Rate Subordinated Instruments.
Furthermore, the Interest Rate payable on Floating Rate Subordinated Instruments which reference a
SONIA rate or a SOFR rate is only capable of being determined at the end of the relevant Observation
Period (as defined in the Terms and Conditions of the Subordinated Instruments) and shortly prior to
the relevant Interest Payment Date (as defined in the Terms and Conditions of the Subordinated
Instruments). It may therefore be difficult for investors in Floating Rate Subordinated Instruments which
reference a SONIA rate or a SOFR rate to reliably estimate the amount of interest which will be payable

54
on such Floating Rate Subordinated Instruments.
Further, in contrast to LIBOR-based Floating Rate Subordinated Instruments, if Floating Rate
Subordinated Instruments referencing SONIA or SOFR become due and payable as a result of an
Event of Default under Condition 11 (Events of Default), or are otherwise redeemed early on a date
which is not an Interest Payment Date, the final Rate of Interest payable in respect of such Floating
Rate Subordinated Instruments shall only be determined on or immediately prior to the date on which
the Floating Rate Subordinated Instruments become due and payable and shall not be reset thereafter.
Investors should also be aware that the manner of adoption or application of SONIA or SOFR as
reference rates in the international debt capital markets may differ materially compared with the
application and adoption of SONIA and SOFR in other markets, such as the derivatives and loan
markets. Investors should carefully consider how any mismatch between the adoption of SONIA or
SOFR as reference rates across these markets may impact any hedging or other arrangements which
they may put in place in connection with any acquisition, holding or disposal of Floating Rate
Subordinated Instruments linked to or which reference a SONIA rate or a SOFR rate.
Since SONIA and SOFR are relatively new market indices, Floating Rate Subordinated Instruments
linked to or which reference a SONIA rate or a SOFR rate may have no established trading market
when issued, and an established trading market may never develop or may not be very liquid. Market
terms for debt securities linked to or which reference a SONIA rate or a SOFR rate may evolve over
time and trading prices of such Floating Rate Subordinated Instruments may be lower than those of
the later issued Floating Rate Subordinated Instruments that are linked to or which reference a SONIA
rate or a SOFR rate as a result. Further, if SONIA or SOFR do not prove to be widely used in securities
like the Floating Rate Subordinated Instruments, the trading price of Floating Rate Subordinated
Instruments linked to or which reference a SONIA rate or a SOFR rate may be lower than those of
Floating Rate Subordinated Instruments linked to or which reference indices that are more widely used.
Investors in such Floating Rate Subordinated Instruments may not be able to sell such Floating Rate
Subordinated Instruments at all or may not be able to sell such Floating Rate Subordinated Instruments
at prices that will provide them with a yield comparable to similar investments that have a developed
secondary market, and may consequently suffer from increased pricing volatility and market risk.
Investors should consider these matters when making their investment decision with respect to any
such Floating Rate Subordinated Instruments linked to or which reference a SONIA rate or a SOFR
rate.
The Interest Payment Dates for any series of Floating Rate Subordinated Instruments for which
Payment Delay is specified in the applicable Pricing Supplement as the Observation Method
for SOFR will be a number of business days (as may be specified in the applicable Pricing
Supplement) after the Interest Period End Date in respect of the relevant Interest Period
The Interest Payment Dates for Floating Rate Subordinated Instruments for which Payment Delay is
specified as the Observation Method for SOFR in the applicable Pricing Supplement (“Payment Delay
Subordinated Instruments”) will be a number of business days (as may be specified in the applicable
Pricing Supplement) after the Interest Period End Date in respect of the relevant Interest Period. This
convention differs from the convention that has been used historically for floating rate debt securities
linked to other benchmark or market rates, such as LIBOR, where interest typically has been paid on
the last day of an interest period. As a result, holders of Payment Delay Subordinated Instruments will
receive payments of interest on a delayed basis as compared to other Floating Rate Subordinated

55
Instruments in which they may have previously invested.
With respect to any Payment Delay Subordinated Instruments, in determining the Rate of
Interest in the final Interest Period, the SOFR rate for any day from, and including, the Cut-off
Date to, but excluding, the Maturity Date (or the relevant Early Redemption Date) will be the
SOFR rate in respect of the relevant Cut-off Date
For the final Interest Period with respect to any Payment Delay Subordinated Instruments, the SOFR
rate for any day from, and including, the Cut-off Date to, but excluding, the Maturity Date (or the relevant
Early Redemption Date) will be the SOFR rate in respect of the Cut-off Date. The Cut-off Date will be
a date which is a number of business days prior to the Maturity Date (or the relevant Early Redemption
Date) as specified in the applicable Pricing Supplement. Therefore holders of Payment Delay
Subordinated Instruments will not receive the benefit of any increase in the level of SOFR on any date
subsequent to the Cut-Off Date, which could reduce the amount of interest that may be payable.
Fixed Rate Reset Subordinated Instruments
Fixed Rate Reset Subordinated Instruments will initially earn interest at the Initial Rate of Interest (as
defined in the Terms and Conditions of the Subordinated Instruments) until (but excluding) the first
Fixed Rate Reset Date (as defined in the applicable Pricing Supplement). On the first Fixed Rate Reset
Date, however, and on each Fixed Rate Reset Date (if any) thereafter, the interest rate will be reset to
(i) a different fixed rate of interest per annum or (ii) a rate per annum equal to the sum of the applicable
Reset Reference Rate (as defined in the applicable Pricing Supplement) and the Reset Reference
Rate Spread (as defined in the applicable Pricing Supplement) (each such rate a “Subsequent Reset
Rate”). The Subsequent Reset Rate for any Reset Period could be less than the Initial Rate of Interest
or the Reset Rate for prior Reset Periods and could affect the market value of an investment in the
Fixed Rate Reset Subordinated Instruments.
Fixed to Floating Rate Subordinated Instruments
Fixed to Floating Rate Subordinated Instruments bear interest at a rate which shall be automatically
converted from a fixed Interest Rate to a floating Interest Rate at the date specified in the applicable
Pricing Supplement. The new floating Interest Rate may be lower than the initial fixed Interest Rate
and any market volatility in interest rates could affect the market value of an investment in such Fixed
to Floating Rate Subordinated Instruments. Investors should also note the risks set out above in
relation to Floating Rate Subordinated Instruments.
Risks related to CNY Subordinated Instruments
There are certain special risks associated with investing in any CNY Subordinated Instruments. The
Issuer believes that the factors described below represent the principal risks inherent in investing in
CNY Subordinated Instruments issued, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with CNY Subordinated Instruments may occur for other reasons and the
Issuer does not represent that the statements below regarding the risks of holding CNY Subordinated
Instruments are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Information Memorandum and reach their own views prior to making any investment
decision.
The Renminbi is not freely convertible and there are significant restrictions on remittance of

56
Renminbi into and outside the People’s Republic of China (the “PRC”)
The Renminbi is not freely convertible at present. The PRC government continues to regulate
conversion between the Renminbi and foreign currencies, despite the significant reduction over the
years by the PRC government of control over trade transactions involving import and export of goods
and services as well as other routine foreign exchange transactions under current accounts. However,
remittance of Renminbi by foreign investors into the PRC for the purposes of capital account items,
such as capital contributions, is generally only permitted upon obtaining specific approvals from, or
completing specific registrations or filings with, the relevant authorities and designated foreign
exchange banks on a case-by-case basis and is subject to a strict monitoring system. Regulations in
the PRC on the remittance of Renminbi into the PRC for settlement of capital account items are
developing gradually.
Although since 1 October 2016 the Renminbi has been added to the Special Drawing Rights basket
created by the International Monetary Fund, there is no assurance that the PRC government will
liberalise the control over cross-border Renminbi remittances in the future or that new PRC regulations
will not be promulgated in the future which would have the effect of restricting or eliminating the
remittance of Renminbi into or outside the PRC. The Issuer may need to source Renminbi offshore to
finance its obligations under the CNY Subordinated Instruments, and its ability to do so will be subject
to the overall availability of Renminbi outside the PRC. Further, since the remittance of Renminbi by
way of investment or loans are now categorised as capital account items, such remittances will need
to be made subject to the specific requirements or restrictions set out in the relevant State
Administration of Foreign Exchange, Ministry of Commerce of the PRC and People’s Bank of China
(“PBOC”) rules.
There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of
the CNY Subordinated Instruments and the Issuer’s ability to source Renminbi outside China
to service the CNY Subordinated Instruments
As a result of the restrictions imposed by the PRC government on cross-border Renminbi fund flows,
the availability of Renminbi outside of the PRC is limited.
While the PBOC has entered into agreements (“Settlement Agreements”) on the clearing of Renminbi
business with financial institutions in a number of financial centres and cities (“Renminbi Clearing
Banks”), including but not limited to Hong Kong, and is in the process of establishing Renminbi clearing
and settlement mechanisms in several other jurisdictions, the current size of Renminbi-denominated
financial assets outside China is limited.
Renminbi business participating banks do not have direct Renminbi liquidity support from the PBOC.
The relevant Renminbi Clearing Bank will only have access to onshore liquidity support from the PBOC
to square open positions of participating banks for limited types of transactions and is not obliged to
square for participating banks any open positions resulting from other foreign exchange transactions
or conversion services. In such cases, the participating banks will need to source Renminbi from the
offshore market to square such open positions.
Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its
growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange.
There is no assurance that new PRC regulations will not be promulgated or the Settlement Agreements
will not be terminated or amended in the future, which will have the effect of restricting availability of

57
Renminbi offshore. The limited availability of Renminbi outside the PRC may affect the liquidity of the
CNY Subordinated Instruments. To the extent that the Issuer is required to source Renminbi in the
offshore market to service the CNY Subordinated Instruments, there is no assurance that the Issuer
will be able to source such Renminbi on satisfactory terms, if at all. If the Renminbi is not available in
certain circumstances as described under “Terms and Conditions – Payments Inconvertibility, Non-
transferability or Illiquidity”, the Issuer can make payments under the CNY Subordinated Instruments
in a currency other than Renminbi.
Investment in the CNY Subordinated Instruments is subject to exchange rate risks
The value of the Renminbi against the U.S. dollar, the Hong Kong dollar and other foreign currencies
fluctuates and is affected by changes in the PRC and international political and economic conditions
and by many other factors. Governments and monetary authorities may impose (as some have done
in the past) exchange controls that could adversely affect an applicable interest rate. Subject to the
Terms and Conditions of the CNY Subordinated Instruments, and, in particular, the Issuer’s right to
make payments in certain circumstances in other currencies, the Issuer will make all payments of
interest and principal with respect to the CNY Subordinated Instruments in Renminbi. As a result, the
value of these Renminbi payments in foreign currency may vary with the prevailing exchange rates in
the marketplace. For example, when an investor buys CNY Subordinated Instruments, such investor
may need to convert foreign currency to Renminbi at the exchange rate available at that time. If the
value of Renminbi depreciates against the relevant foreign currency between then and the time that
the Issuer pays back the principal of the CNY Subordinated Instruments in Renminbi at maturity, the
value of the investment in the relevant foreign currency will have declined.
Payments in respect of the CNY Subordinated Instruments will only be made to investors in the
manner specified in the CNY Subordinated Instruments
All payments to investors in respect of the CNY Subordinated Instruments will be made solely by (i)
when the CNY Subordinated Instruments are represented by a Temporary Global Instrument or a
Permanent Global Instrument, transfer to a Renminbi bank account maintained in Hong Kong in
accordance with prevailing rules and procedures of Euroclear, Clearstream, Luxembourg or CMU as
applicable, or (ii) when the CNY Subordinated Instruments are in definitive form, transfer to a Renminbi
bank account maintained in Hong Kong in accordance with prevailing rules and regulations.
The Issuer cannot be required to make a payment by any other means (including in any other currency
(unless this is specified in the Pricing Supplement of the CNY Subordinated Instruments) or by transfer
to a bank account in the PRC).

58
DOCUMENTS INCORPORATED BY REFERENCE
Each of:
 the consolidated audited annual financial statements (including the directors’ remuneration
report, auditors’ report thereon and the notes thereto) appearing on pages 44 to 72 (inclusive),
pages 135 to 279 (inclusive) and pages 281 to 287 (inclusive) of the Issuer’s 2019 Annual
Report in respect of the year ended 30 September 2019; and

 the consolidated audited annual financial statements (including the directors’ remuneration
report, auditors’ report thereon and the notes thereto) appearing on pages 70 to 98 (inclusive)
and pages 167 to 318 (inclusive) of the Issuer’s 2020 Annual Report in respect of the year
ended 30 September 2020,

shall be deemed to be incorporated in, and to form part of, this Information Memorandum.
Each of the:
 “Terms and Conditions of the Subordinated Instruments” section on pages 42 to 107 (inclusive)
of the Information Memorandum dated 14 November 2014 with Westpac Banking Corporation
as issuer;
 “Terms and Conditions of the Subordinated Instruments” section on pages 43 to 104 (inclusive)
of the Information Memorandum dated 25 January 2016 with Westpac Banking Corporation
as issuer;
 “Terms and Conditions of the Subordinated Instruments” section on pages 47 to 109 (inclusive)
of the Information Memorandum dated 23 June 2017 with Westpac Banking Corporation as
issuer; and
 “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 132 (inclusive)
of the Information Memorandum dated 4 July 2019 with Westpac Banking Corporation as
issuer,
shall be deemed to be incorporated in, and to form part of, this Information Memorandum.
Any information contained in a document incorporated by reference herein which is not incorporated
in, and does not form part of, this Information Memorandum is either not relevant for investors or is
contained elsewhere in this Information Memorandum.
Following the publication of this Information Memorandum a supplementary Information Memorandum
may be prepared by the Issuer and approved by any relevant listing authority or stock exchange.
Statements contained in any such supplement (or contained in any document incorporated by
reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be
deemed to modify or supersede statements contained in this Information Memorandum or in a
document which is incorporated by reference in this Information Memorandum. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part
of this Information Memorandum.
For as long as the Programme remains in effect or any Subordinated Instruments are outstanding,

59
copies of the documents incorporated by reference herein may be inspected during the normal
business hours at the office of the Fiscal Agent (or the other office(s) of the Paying Agent(s) in the
United Kingdom) specified on page 219 of this Information Memorandum and from the registered head
office of Westpac Banking Corporation.
When deciding whether or not to subscribe for, purchase or otherwise deal in any Subordinated
Instruments or any rights in respect of any Subordinated Instruments, investors should:
 review, amongst other things, the documents which are deemed to be incorporated by
reference in this Information Memorandum; and

 have regard to the information lodged by the Issuer with ASX including in compliance with its
continuous and periodic disclosure obligations (made available at www.asx.com.au), including
announcements which may be made by Westpac after the date of publication of this
Information Memorandum.

60
TERMS AND CONDITIONS OF THE SUBORDINATED INSTRUMENTS
The following are the Terms and Conditions of the Subordinated Instruments which, as supplemented
in relation to any Subordinated Instruments by the relevant Pricing Supplement, will be applicable to
each Series of Subordinated Instruments:
The subordinated debt instruments (the “Subordinated Instruments”) are issued pursuant to and in
accordance with an amended and restated issue and paying agency agreement (as amended,
supplemented or replaced, the “Issue and Paying Agency Agreement”) dated 11 November 2020
and made between Westpac Banking Corporation (ABN 33 007 457 141) (the “Issuer”), The Bank of
New York Mellon, London Branch in its capacity as fiscal agent (the “Fiscal Agent”, which expression
shall include any successor to The Bank of New York Mellon, London Branch in its capacity as Fiscal
Agent) and as principal registrar (the “Principal Registrar”, which expression shall include any
successor to The Bank of New York Mellon, London Branch in its capacity as such), The Bank of New
York Mellon SA/NV, Luxembourg Branch in its capacities as first alternative registrar and Luxembourg
paying agent (the “First Alternative Registrar” and the “Luxembourg Paying Agent”, which
expression shall include any successor to The Bank of New York Mellon SA/NV, Luxembourg Branch
in its capacities as such), The Bank of New York Mellon in its capacity as second alternative registrar
(the “Second Alternative Registrar”, which expression shall include any successor to The Bank of
New York Mellon in its capacity as such), The Bank of New York Mellon, Hong Kong Branch in its
capacities as Hong Kong paying agent and as lodging agent (the “Hong Kong Paying Agent” and the
“Lodging Agent”, which expressions shall include any successors to The Bank of New York Mellon,
Hong Kong Branch in its capacities as such) and the other paying agents named therein (together with
the Hong Kong Paying Agent, the “Paying Agents”, which expression shall include the Fiscal Agent
and any substitute or additional paying agents appointed in accordance with the Issue and Paying
Agency Agreement).
The Subordinated Instruments have the benefit of a deed of covenant (as amended, supplemented or
replaced, the “Deed of Covenant”) dated 11 November 2020 executed by the Issuer in relation to the
Subordinated Instruments. Copies of the Issue and Paying Agency Agreement and the Deed of
Covenant are available for inspection during normal business hours at the Specified Office of each of
the Paying Agents, the Principal Registrar, the First Alternative Registrar and the Second Alternative
Registrar. All persons from time to time entitled to the benefit of obligations under any Subordinated
Instruments shall be deemed to have notice of, and shall be bound by, all of the provisions of the Issue
and Paying Agency Agreement and the Deed of Covenant insofar as they relate to the relevant
Subordinated Instruments.
The Subordinated Instruments are issued in series (each, a “Series”), and each Series may comprise
one or more tranches (“Tranches” and each, a “Tranche”) of Subordinated Instruments. Each Tranche
will be the subject of an applicable pricing supplement (each, the “Pricing Supplement”), a copy of
which will be available for inspection during normal business hours at the Specified Office of the Fiscal
Agent and/or, as the case may be, the Registrar (as defined in Condition 3.2). In the case of a Tranche
of Subordinated Instruments in relation to which application has not been made for listing and/or trading
on or by any competent listing authority and/or stock exchange, copies of the Pricing Supplement will
only be available for inspection by a Holder (as defined in Condition 3.1 or Condition 3.2, as applicable)
of or, as the case may be, a Relevant Account Holder (as defined in the Deed of Covenant) in respect
of, such Subordinated Instruments.
References in these Terms and Conditions to Subordinated Instruments are to Subordinated

61
Instruments of the relevant Series only and any references to Coupons (as defined in Condition 2.6)
are to Coupons relating to Subordinated Instruments of the relevant Series.
References in these Terms and Conditions to the Pricing Supplement are to the Pricing Supplement
prepared in relation to the Subordinated Instruments of the relevant Tranche or Series and endorsed
on or attached to such Subordinated Instruments.
In respect of any Subordinated Instruments, references herein to these Terms and Conditions are to
these terms and conditions as supplemented by the Pricing Supplement.
1. Interpretation
Definitions
1.1 In these Terms and Conditions, the following expressions have the following
meanings:
“Additional Amount” has the meaning given to it in Condition 10.1;
“Additional Business Centre(s)” means the city or cities specified as such in the Pricing
Supplement;
“Additional Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“ADI” means Authorised Deposit-taking Institution;
“Adjustment Spread” means a spread (which may be positive or negative) or formula or
methodology for calculating a spread, which is required to be applied to a Successor
Reference Rate or an Alternative Reference Rate (as applicable) as a result of the
replacement of the Reference Rate with such Successor Reference Rate or Alternative
Reference Rate (as applicable) and is the spread, formula or methodology which:
(a) in the case of a Successor Reference Rate, is formally recommended in relation to
the replacement of the Reference Rate with such Successor Reference Rate by any
Relevant Nominating Body; or
(b) in the case of a Successor Reference Rate for which no such recommendation has
been made or in the case of an Alternative Reference Rate, the relevant Independent
Adviser or the Issuer (as applicable) determines (acting in good faith and in a
commercially reasonable manner) is recognised or acknowledged as being in
customary market usage in international debt capital markets transactions which
reference the Reference Rate, where such rate has been replaced by such Successor
Reference Rate or Alternative Reference Rate (as applicable); or
(c) if no such customary market usage is recognised or acknowledged, the relevant
Independent Adviser or the Issuer (as applicable) determines is recognised or
acknowledged as being the industry standard for over-the-counter derivative
transactions which reference the Reference Rate, where such rate has been replaced
by the Successor Reference Rate or the Alternative Reference Rate (as applicable);

62
or
(d) if no such industry standard 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 the Independent Adviser or the Issuer
determines has replaced the relevant Reference Rate in customary market usage in the
international debt capital markets for the purposes of determining 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 relevant Reference Rate;
“Approved Replacement Notice” has the meaning given to it in Condition 6.14(a);
“Approved Successor” means a holding company that replaces, or is proposed to replace,
the Issuer as the ultimate holding company of the Westpac Group and that satisfies the
following requirements:
(a) the proposed successor holding company complies with all applicable legal
requirements and obtains any necessary regulatory approvals (including, to the
extent required, APRA’s prior written approval);
(b) the proposed successor holding company agrees to take any necessary action to give
effect to an amendment to the Terms and Conditions as contemplated in Condition
6.14;
(c) the ordinary shares of the proposed successor holding company are to be listed on
the ASX or any internationally recognised stock exchange;
(d) the proposed successor holding company has a place of business in New South
Wales, Australia or has appointed a process agent in New South Wales, Australia to
receive service of process on its behalf in relation to any legal proceedings arising
out of or in connection with the Subordinated Instruments;
(e) the proposed successor holding company has, in the reasonable opinion of an
independent expert, the financial capacity to perform the Issuer’s obligations under
these Terms and Conditions and the Deed of Covenant in respect of the Subordinated
Instruments; and
(f) the proposed replacement of the Issuer and the requirements described in
paragraphs (a) to (c) of this definition would not, in the reasonable opinion of an
independent expert, otherwise adversely affect the interests of Holders,
and for the purposes of this definition, “independent expert” means a reputable investment
bank, accounting firm or other suitably qualified body operating in Australia, or an investment

63
bank, accounting firm or other suitably qualified body of international repute, acting
independently of the Issuer and appointed by the Issuer to provide the opinions referred to in
paragraphs (e) and (f) of this definition;
“APRA” means the Australian Prudential Regulation Authority;
“Assets” means, in respect of the Issuer, its total non-consolidated gross assets as shown by
the latest published full-year audited or half-year reviewed accounts, as the case may be, of
the Issuer, but adjusted for events subsequent to the date of such accounts in such manner
and to such extent as two authorised signatories of the Issuer or, if the Issuer is in Winding-
Up, the Liquidator may determine to be appropriate;
“ASX” means the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624
691);
“ASX Business Day” means a business day as defined in the ASX Listing Rules;
“ASX Listing Rules” means the listing rules of ASX from time to time with any modifications
or waivers in their application to the Issuer which ASX may grant;
“Australian dollars” and “A$” mean the lawful currency of Australia;
“Banking Act” has the meaning given to such term in Condition 4;
“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 has
ceased, or 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, the central bank for the currency of the Reference Rate, an insolvency official
with jurisdiction over the administrator for the Reference Rate, a resolution authority
with jurisdiction over the administrator for the Reference Rate or a court or an entity
with similar insolvency or resolution authority over the administrator for the 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);

64
(v) it has become unlawful for any Paying Agent, the Issuer or any other party to calculate
any payments due to be made to any holder of the Subordinated Instruments using
the relevant Reference Rate; or
(vi) a public statement or publication of information by the supervisor of the administrator
of the relevant Reference Rate announcing that the Reference Rate is no longer
representative.
“Broken Amount” has the meaning given in the Pricing Supplement;
“Business Day” means:
(i) for the purposes of Condition 9A.6 only, a day on which banks in the relevant place
of presentation are open for presentation and payment of bearer debt securities and
for dealings in foreign currencies; or
(ii) in relation to any sum payable, either:
(a) where such sum is payable in a currency other than euro or Renminbi, a day
on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealing in foreign exchange and
foreign currency deposits) in the Principal Financial Centre which, if the
relevant currency is Australian dollars or New Zealand dollars, shall be
Sydney and Auckland, respectively, and any Additional Business Centre(s)
specified in the Pricing Supplement; or
(b) where such sum is payable in euro, a day on which commercial banks and
foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency
deposits) in the Principal Financial Centre, each (if any) Additional Business
Centre(s) specified in the Pricing Supplement and a TARGET Settlement
Day; or
(c) where such sum is payable in Renminbi, a day (other than a Saturday,
Sunday or public holiday) on which commercial banks and foreign exchange
markets in Hong Kong are generally open for business and settlement of
Renminbi payments in Hong Kong;
(iii) for all other purposes, a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including dealing in
foreign exchange and foreign currency deposits) in the Principal Financial Centre and
any Additional Business Centre(s) specified in the Pricing Supplement;
“Business Day Convention”, means a convention for adjusting any date if it would otherwise
fall on a day that is not a Business Day, and in relation to any particular date, has the meaning
given in the Pricing Supplement and, in this context, the following expressions shall have the
following meanings:
(i) “Following Business Day Convention” means that the relevant date shall be

65
postponed to the first following day that is a Business Day;
(ii) “Modified Following Business Day Convention” means that the relevant date shall
be postponed to the first following day that is a Business Day unless that day falls in
the next calendar month in which case that date will be the first preceding day that is
a Business Day;
(iii) “Preceding Business Day Convention” means that the relevant date shall be
brought forward to the first preceding day that is a Business Day;
(iv) “FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention”
means that each relevant date shall be the date which numerically corresponds to the
preceding such date in the calendar month which is the number of months specified
in the Pricing Supplement as the Specified Period after the calendar month in which
the preceding such date occurred provided, however, that:
(a) if there is no such numerically corresponding day in the calendar month in
which any such date should occur, then such date will be the last day which
is a Business Day in that calendar month;
(b) if any such date would otherwise fall on a day which is not a Business Day,
then such date will be the first following day which is a Business Day unless
that day falls in the next calendar month, in which case it will be the first
preceding day which is a Business Day; and
(c) if the preceding such date occurred on the last day in a calendar month which
was a Business Day, then all subsequent such dates will be the last day
which is a Business Day in the calendar month which is the specified number
of months after the calendar month in which the preceding such date
occurred; and
(v) “No Adjustment” means that the relevant date shall not be adjusted in accordance
with any Business Day Convention;
“Calculation Agent” means the Fiscal Agent or such other Person specified in the Pricing
Supplement as the party responsible for calculating the Interest Rate(s) and Interest
Amount(s) and/or such other amount(s) as may be specified in the Pricing Supplement;
“Calculation Amount” has the meaning given in the applicable Pricing Supplement or, where
no such amount is specified, means (i) if there is only one Denomination, the Denomination
of the relevant Subordinated Instruments, and (ii) if there are several Denominations, the
highest common factor of these Denominations. Note there must be a common factor in the
case of two or more Denominations;
“Chi-X” means Chi-X Australia Pty Ltd (ABN 47 129 584 667);
“Clearing System” means Euroclear, Clearstream, Luxembourg or any other clearing system
specified in the Pricing Supplement;

66
“Clearstream, Luxembourg” means the clearing and settlement system operated by
Clearstream Banking S.A.;
“CMU Service” means the Central Moneymarkets Unit Service operated by the Hong Kong
Monetary Authority;
“Common Equity Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“Conversion” means, upon the occurrence of a Non-Viability Trigger Event, the conversion of
all or some Subordinated Instruments (or a percentage of the Outstanding Principal Amount
of each Subordinated Instrument) into Ordinary Shares of the Issuer in accordance with these
Terms and Conditions. “Convert” and “Converted” shall have corresponding meanings;
“Conversion Number” has the meaning given in Condition 6.1;
“Cum Value” has the meaning given in Condition 6.2(a);
“Coupon Sheet” means, in respect of a Subordinated Instrument, a coupon sheet relating to
such Subordinated Instrument;
“Day Count Fraction” means, in respect of the calculation of an amount for any period of time
(the “Calculation Period”), such day count fraction as may be specified in these Terms and
Conditions or the Pricing Supplement and:
(i) if “Actual/Actual (ICMA)” is so specified, means:
(a) where the Calculation Period is equal to or shorter than the Regular Period
during which it falls, the actual number of days in the Calculation Period
divided by the product of (1) the actual number of days in such Regular
Period and (2) the number of Regular Periods normally ending in any year;
and
(b) where the Calculation Period is longer than one Regular Period, the sum of:
(A) the actual number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the product of (1) the
number of days in such Regular Period and (2) the number of
Regular Periods in any year; and
(B) the number of days in such Calculation Period falling in the next
Regular Period divided by the product of (1) the number of days in
such Regular Period and (2) the number of Regular Periods normally
ending in any year;
(ii) if “Actual/365” or “Actual/Actual (ISDA)” is so specified, means the actual number of
days in the Calculation Period divided by 365 (or, if any portion of the Calculation
Period falls in a leap year, the sum of (A) the actual number of days in that portion of
the Calculation Period falling in a leap year divided by 366 and (B) the actual number
of days in that portion of the Calculation Period falling in a non-leap year divided by

67
365);
(iii) if “Actual/365 (Fixed)” is so specified, means the actual number of days in the
Calculation Period divided by 365;
(iv) if “Actual/360” is so specified, means the actual number of days in the Calculation
Period divided by 360;
(v) if “30/360” is so specified, means the number of days in the Calculation Period divided
by 360 calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31 and D1 is greater
than 29, in which case D2 will be 30;
(vi) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;

68
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31, in which case
D2 will be 30;
(vii) if “30E/360 (ISDA)” is so specified, means the number of days in the Calculation
Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following the
last day of the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period,
unless (i) that day is the last day of February or (ii) such number would be 31, in which
case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless (i) that day is the last day of February but
not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.
“Denomination” has the meaning given in the Pricing Supplement;
“Early Redemption Amount (Adverse Tax Event)” has the meaning given in Condition
8.4(b);
“Early Redemption Amount (Call)” has the meaning given in Condition 8.3(b);
“Early Redemption Amount (Regulatory Event)” has the meaning given in Condition 8.5(b);

69
“Early Redemption Date” means, as appropriate, the Early Redemption Date (Call), the Early
Redemption Date (Adverse Tax Event) or the Early Redemption Date (Regulatory Event), in
each case, as specified in the applicable Pricing Supplement.
“Equal Ranking Instruments” means instruments which satisfy the requirements set out in
one of the following paragraphs (a), (b) or (c):
(a) any instruments, present and future, issued by the Issuer which:
(i) by their terms are, or are expressed to be, subordinated in a Winding-Up to
the claims of Senior Creditors;
(ii) qualify as Tier 2 Capital of the Issuer; and
(iii) in a Winding-Up rank, or are expressed to rank, prior to, and senior in right
of payment to, instruments which constitute Additional Tier 1 Capital or
Common Equity Tier 1 Capital of the Issuer;
(b) the Perpetual Capital Notes (irrespective of whether or not such instruments are
treated as constituting Tier 2 Capital in accordance with any transitional arrangements
approved by APRA); or
(c) any other instruments, present and future, issued by the Issuer where, the right to
repayment ranks, or is expressed to rank, in a Winding-Up equally with the claims of
Holders (irrespective of whether or not such instruments qualify as Tier 2 Capital of
the Issuer);
“Early Termination Amount” has the meaning given in Condition 11.3;
“Euroclear” means the clearing and settlement system operated by Euroclear Bank SA/NV;
“EURIBOR” means the Euro Interbank Offered Rate;
“Extraordinary Resolution” has the meaning given in the Issue and Paying Agency
Agreement;
“FATCA” means sections 1471 to 1474 of the United States Internal Revenue Code of 1986,
as amended, including any regulations or official interpretations issued, agreements (including,
without limitation, intergovernmental agreements) entered into or non-US laws enacted with
respect thereto;
“FATCA Withholding” means any deduction or withholding made for or on account of FATCA;
“Final Redemption Amount” means, in respect of any Subordinated Instrument, its
Outstanding Principal Amount or such other amount as may be specified in the Pricing
Supplement;
“Fixed Coupon Amount” has the meaning given in the Pricing Supplement;

70
“Fixed Rate Reset Date” has the meaning given in the relevant Pricing Supplement;
“Foreign Holder” means a Holder (a) whose place of residence is outside Australia or (b) who
the Issuer otherwise believes may not be a resident of Australia and, in either case, the Issuer
is not satisfied that the laws of both the Commonwealth of Australia and the Holder’s country
of residence would permit the offer to, or the unconditional holding or acquisition of Ordinary
Shares by, the Holder (but the Issuer will not be bound to enquire and any decision is in its
sole discretion);
“Holder” has the meaning given in Condition 3.1;
“Independent Adviser” means an independent financial institution of international repute or
other independent financial adviser experienced in the international debt capital markets;
“Ineligible Holder” means:
(a) a Holder who is prohibited or restricted by any applicable law or regulation in force in
Australia (including, but not limited to, Chapter 6 of the Corporations Act 2001 of
Australia (the “Corporations Act 2001”), the Foreign Acquisitions and Takeovers Act
1975 of Australia, the Financial Sector (Shareholdings) Act 1998 of Australia and Part
IV of the Competition and Consumer Act 2010 of Australia) from being offered, holding
or acquiring Ordinary Shares (provided that if the relevant prohibition or restriction
only applies to the Holder in respect of some of its Subordinated Instruments, it shall
only be treated as an Ineligible Holder in respect of those Subordinated Instruments
and not in respect of the balance of its Subordinated Instruments). The Issuer will be
entitled to treat a Holder as not being an Ineligible Holder unless the Holder has
otherwise notified it after the Issue Date and prior to the Non-Viability Trigger Event
Date; or
(b) a Foreign Holder;
“Initial Rate of Interest” has the meaning given in the relevant Pricing Supplement;
“Interest Accrual Period” means, in respect of an Interest Period, each successive period
beginning on and including an Interest Period End Date and ending on but excluding the next
succeeding Interest Period End Date during that Interest Period provided always that the first
Interest Accrual Period shall commence on and include the Interest Commencement Date and
the final Interest Accrual Period shall end on but exclude the Maturity Date or such other date
of redemption of the Subordinated Instruments;
“Interest Amount” means, in relation to a Subordinated Instrument and an Interest Period,
the amount of interest payable per Calculation Amount in respect of that Subordinated
Instrument for that Interest Period;
“Interest Commencement Date” means the Issue Date of the Subordinated Instruments or
such other date as may be specified as the Interest Commencement Date in the Pricing
Supplement;
“Interest Determination Date” has the meaning given in the Pricing Supplement;

71
“Interest Payment Date” means the date or dates specified as such in the Pricing Supplement
and, if a Business Day Convention is specified in the Pricing Supplement:
(i) as the same may be adjusted in accordance with the relevant Business Day
Convention; or
(ii) if the Business Day Convention is the FRN Convention, Floating Rate Convention or
Eurodollar Convention and an interval of a number of calendar months is specified in
the Pricing Supplement as being the Specified Period, each of such dates as may
occur in accordance with the FRN Convention, Floating Rate Convention or
Eurodollar Convention at such Specified Period of calendar months following the
Interest Commencement Date (in the case of the first Interest Payment Date) or the
previous Interest Payment Date (in any other case);
“Interest Period” means each period beginning on (and including) the Interest
Commencement Date or any Interest Payment Date and ending on (but excluding) the next
Interest Payment Date with the final Interest Period ending on (but excluding) the Maturity
Date or such other date of redemption of the Subordinated Instruments;
“Interest Period End Date” means the date or dates specified as such in the Pricing
Supplement and, if a Business Day Convention is specified in the Pricing Supplement, as the
same may be adjusted in accordance with the relevant Business Day Convention or, if the
Business Day Convention is the FRN Convention and an interval of a number of calendar
months is specified in the Pricing Supplement as the Interest Accrual Period, such dates as
may occur in accordance with the FRN Convention at such Specified Period of calendar
months following the Interest Commencement Date (in the case of the first Interest Period End
Date) or the previous Interest Period End Date (in any other case) or, if none of the foregoing
is specified in the Pricing Supplement, the date or each of the dates which correspond with
the Interest Payment Date(s) in respect of the Subordinated Instruments;
“Interest Rate” or “Rate of Interest” means the rate or rates (expressed as a percentage per
annum) of interest payable in respect of the Outstanding Principal Amount of the Subordinated
Instruments specified in Pricing Supplement or calculated or determined in accordance with
the provisions of these Terms and Conditions and/or the Pricing Supplement;
“ISDA Definitions” means the 2006 ISDA Definitions as amended and updated as at the Issue
Date of the first Tranche of the Subordinated Instruments of the relevant Series (as specified
in the Pricing Supplement) and as published by the International Swaps and Derivatives
Association, Inc.;
“Issue Date” has the meaning given in the Pricing Supplement;
“Issue Date VWAP” means, in respect of Subordinated Instruments of a Series, the VWAP
during the period of 20 ASX Business Days on which trading in Ordinary Shares took place
immediately preceding (but not including) the first date on which any Subordinated
Instruments of that Series were issued, as adjusted in accordance with Condition 6
(Procedures for Conversion);
“Junior Ranking Capital Instruments” means instruments, present and future, issued by the

72
Issuer which:
(a) by their terms are, or are expressed to be, subordinated in a Winding-Up to the claims
of Holders and other Equal Ranking Instruments; and
(b) qualify as Additional Tier 1 Capital or Common Equity Tier 1 Capital of the Issuer;
“Liabilities” means, in respect of the Issuer, its total non-consolidated gross liabilities as
shown by its latest published full-year audited or half-year reviewed accounts, as the case
may be, but adjusted for events subsequent to the date of such accounts in such manner and
to such extent as two authorised signatories of the Issuer or, if the Issuer is in Winding-Up,
the Liquidator may determine to be appropriate;
“LIBOR” means the London Interbank Offered Rate;
“Liquidator” means the liquidator or other official responsible for the conduct and
administration of a Winding-Up;
“local banking day” means a day (other than a Saturday, Sunday or public holiday) on which
commercial banks are open for business (including dealings in foreign exchange and foreign
currency deposits) in the place of presentation of the relevant Subordinated Instrument or, as
the case may be, Coupon;
“Margin” has the meaning given in the Pricing Supplement;
“Maturity Date” means the date specified as such in the provisions of the Pricing Supplement
and, if a Business Day Convention is specified in the Pricing Supplement, as the same may
be adjusted in accordance with the relevant Business Day Convention;
“Maximum Conversion Number” has the meaning given in Condition 6.1;
“Maximum Redemption Amount” has the meaning given in the Pricing Supplement;
“Member State” means a Member State of the European Union;
“Minimum Redemption Amount” has the meaning given in the Pricing Supplement;
a “Non-Viability Trigger Event” occurs when APRA notifies the Issuer in writing that it
believes:
(a) Conversion or Write-off of Subordinated Instruments, or conversion, write-off or write-
down of Relevant Securities is necessary because, without it, the Issuer would
become non-viable; or
(b) a public sector injection of capital, or equivalent support, is necessary because,
without it, the Issuer would become non-viable;
“Non-Viability Trigger Event Date” has the meaning given to it in Condition 5.1(c)(iii);

73
“Ordinary Resolution” has the meaning given in the Issue and Paying Agency Agreement;
“Ordinary Share” means a fully paid ordinary share in the capital of the Issuer;
“Outstanding” means, on any day, all Subordinated Instruments issued, less such
Subordinated Instruments:
(a) which have been redeemed, Converted, Written-off or satisfied in full by the Issuer in
accordance with the Terms and Conditions;
(b) for the payment of which funds equal to their aggregate Outstanding Principal Amount
are on deposit with the relevant Paying Agent on terms which prohibit the return of
the deposit or the use of the deposit for any purpose other than the payment of such
Subordinated Instruments or in respect of which the relevant Paying Agent holds an
irrevocable direction to apply funds in repayment of Subordinated Instruments to be
redeemed on that day;
(c) in respect of which a Holder is unable to make a claim as a result of the operation of
Condition 12 (Prescription); or
(d) those which have been purchased and cancelled as provided in the Terms and
Conditions,
provided that for the purposes of:
(i) ascertaining the right to attend and vote at any meeting of the Holders; and
(ii) the determination of how many Subordinated Instruments are outstanding for
the purposes of the definition of the Outstanding Principal Amount,
such Subordinated Instruments which are beneficially held by, or are held on behalf of, the
Issuer and not cancelled shall be deemed not to remain outstanding;
“Outstanding Principal Amount” means in respect of any Subordinated Instrument which is
Outstanding at any time, the outstanding principal amount of the Subordinated Instrument,
and for such purposes:
(a) the principal amount of a Subordinated Instrument issued at a discount or at par, but
which has not been Converted or Written-off, is at any time to be taken to be equal to
its Denomination;
(b) if an amount is required to be determined in Australian dollars, the Australian dollar
equivalent of a Subordinated Instrument denominated in a Specified Currency is to
be determined on the basis of the spot rate of exchange for the sale of Australian
dollars against the purchase of such relevant Specified Currency in the Sydney
foreign exchange market quoted by any leading bank selected by the Issuer on the
relevant calculation date. The calculation date is, at the discretion of the Issuer, either
the date specified in the relevant formula in Condition 6.1(a) or the preceding day on
which commercial banks and foreign exchange markets are open for business in

74
Sydney or such other date as may be specified by the Issuer in the Pricing
Supplement; and
(c) if the principal amount of a Subordinated Instrument has from time to time been
Converted or Written-off as described in, and in accordance with, Conditions 5 (Non-
Viability, Conversion and Write-off) and 6 (Procedures for Conversion), the principal
amount of the Subordinated Instrument will be reduced by the principal amount so
Converted or Written-off;
“Perpetual Capital Notes” means the Perpetual Capital Floating Rate Notes issued by the
Issuer on 30 September 1986 (as the same may be varied or amended from time to time);
“Person” means any individual, company, corporation, firm, partnership, joint venture, trust,
estate, association, organisation, state or agency of a state or other entity, whether or not
having separate legal personality;
“Principal Financial Centre” means, in relation to any currency, the principal financial centre
for that currency provided, however, that in relation to euro, it means the principal financial
centre of such Member State as is selected (in the case of a payment) by the payee or (in the
case of a calculation) by the Calculation Agent;
“Prudential Standards” means the prudential standards and guidelines published by APRA
and as applicable to the Issuer from time to time;
“Reclassification” has the meaning given in Condition 6.3;
“Record Date” has the meaning given in Condition 9B.4;
“Redemption Amount” means, as appropriate, the Final Redemption Amount, the Early
Redemption Amount (Call), the Early Redemption Amount (Adverse Tax Event) or the Early
Redemption Amount (Regulatory Event);
“Reference Banks” has the meaning given in the Pricing Supplement or, if none is specified,
four major banks selected by the Issuer or the Independent Adviser appointed by the Issuer
in the market that is most closely connected with the Reference Rate or Reset Reference Rate,
as applicable;
“Reference Price” has the meaning given in the Pricing Supplement;
“Reference Rate” means one of the following interbank lending rates, overnight rates, swap
rates or bank bill rates: “BBSW”, “BKBM”, “LIBOR”, “EURIBOR”, “BA-CDOR”, “HIBOR”,
“SIBOR”, “SOR”, “SORA”, “STIBOR”, “SOFR”, “SOFR Index”, “SONIA”, “NIBOR” or “CNH
HIBOR”, in each case for the relevant currency and for the relevant period, as specified in the
Pricing Supplement;
“Regular Period” means:
(i) in the case of Subordinated Instruments where interest is scheduled to be paid only
by means of regular payments, each period from and including the Interest

75
Commencement Date to but excluding the first Interest Payment Date and each
successive period from and including one Interest Payment Date to but excluding the
next Interest Payment Date;
(ii) in the case of Subordinated Instruments where, apart from the first Interest Period,
interest is scheduled to be paid only by means of regular payments, each period from
and including a Regular Date falling in any year to but excluding the next Regular
Date, where “Regular Date” means the day and month (but not the year) on which
any Interest Payment Date falls; and
(iii) in the case of Subordinated Instruments where, apart from one Interest Period other
than the first Interest Period, interest is scheduled to be paid only by means of regular
payments, each period from and including a Regular Date falling in any year to but
excluding the next Regular Date, where “Regular Date” means the day and month
(but not the year) on which any Interest Payment Date falls other than the Interest
Payment Date falling at the end of the irregular Interest Period;
“Related Entity” means an entity over which the Issuer or any parent of the Issuer exercises
control or significant influence, as determined by APRA from time to time;
“Relevant Date” means, in relation to any payment, whichever is the later of (a) the date on
which the payment in question first becomes due and (b) if the full amount payable has not
been received in the Principal Financial Centre of the currency of payment by the Fiscal Agent
on or prior to such due date, the date on which (the full amount having been so received)
notice to that effect has been given to the Holders in accordance with Condition 16 (Notices);
“Relevant Financial Centre” means the city specified as such in the Pricing Supplement or,
if none, the city most closely connected with the Reference Rate in the determination of the
Calculation Agent;
“Relevant Nominating Body” means, in respect of any Reference Rate:
(i) 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
(ii) any working group or committee established, approved or sponsored by, chaired or
co-chaired by or constituted at the request of (i) the central bank for the currency to
which such Reference Rate relates, (ii) any central bank or other supervisory authority
which is responsible for supervising the administrator of such Reference Rate, (iii) a
group of the aforementioned central banks or other supervisory authorities or (iv) the
Financial Stability Board or any part thereof;
“Relevant Screen Page” means the page, section or other part of a particular information
service (including, without limitation, the Reuters Monitor Money Rates Service) specified as
the Relevant Screen Page in the Pricing Supplement, or such other page, section or other
part as may replace it on that information service or such other information service, in each
case, as may be nominated by the Person providing or sponsoring the information appearing
there for the purpose of displaying rates or prices comparable to the Reference Rate or the

76
Reset Reference Rate;
“Relevant Securities” means Relevant Tier 1 Securities and Relevant Tier 2 Securities;
“Relevant Tier 1 Security” means a security forming part of the Tier 1 Capital of the Issuer
on a “Level 1 basis” or “Level 2 basis” in accordance with the Prudential Standards which,
upon the occurrence of a Non-Viability Trigger Event, may be either:
(a) converted into Ordinary Shares; or
(b) written-off or written-down (and all rights and claims of the holders in respect of the
security shall be written-off or written-down);
“Relevant Tier 2 Security” means a security forming part of the Tier 2 Capital of the Issuer
on a “Level 1 basis” or “Level 2 basis” in accordance with the Prudential Standards which,
upon the occurrence of a Non-Viability Trigger Event, may be either:
(a) converted into Ordinary Shares; or
(b) written-off or written-down (and all rights and claims of the holders in respect of the
security shall be written-off or written-down),
and includes the Subordinated Instruments;
“Relevant Time” has the meaning given in the Pricing Supplement;
“Replacement” has the meaning given in Condition 6.14(a);
“Reset Determination Date” means for each Reset Period the date as specified in the
applicable Pricing Supplement falling on or before the commencement of such Reset Period
on which the Rate of Interest applying during such Reset Period will be determined;
“Reset Period” means the period from (and including) the Fixed Rate Reset Date to (but
excluding) the Maturity Date if there is only one Reset Period or, if there is more than one
Reset Period, each period from (and including) one Fixed Rate Reset Date (or the first Fixed
Rate Reset Date) to (but excluding) the next Fixed Rate Reset Date (or the Maturity Date);
“Reset Rate” for any Reset Period means either (i) the rate per annum specified in the
applicable Pricing Supplement or (ii), in the event (i) above does not apply, the sum of the
applicable Reset Reference Rate and Reset Reference Rate Spread;
“Reset Rate Time” has the meaning given in the applicable Pricing Supplement;
“Reset Reference Rate” has the meaning given in the applicable Pricing Supplement;
“Reset Reference Rate Spread” has the meaning given in the applicable Pricing Supplement;
“Sale and Transfer Agent” means each nominee (who cannot be a member of the Westpac
Group or a Related Entity) appointed by the Issuer under a facility established for the sale or

77
transfer of Ordinary Shares issued on Conversion on behalf of:
(a) if the Holder is the operator of a Clearing System or a nominee for a common
depository for any one or more Clearing Systems (such operator or nominee for a
common depository acting in such capacity as is specified in the rules and regulations
of the relevant Clearing System or Clearing Systems), the participants in the relevant
Clearing System or Clearing Systems;
(b) Holders who do not wish to receive Ordinary Shares on Conversion; or
(c) Holders who are Ineligible Holders,
in accordance with Condition 6.10. For the avoidance of doubt, the Issuer may appoint more
than one Sale and Transfer Agent in respect of the Conversion of one or more Series of
Subordinated Instruments;
“Senior Creditors” means all depositors and other creditors (present and future) of the Issuer,
including all holders of the Issuer’s debt:
(a) whose claims are admitted in a Winding-Up; and
(b) whose claims are not made as holders of indebtedness arising under:
(i) an Equal Ranking Instrument; or
(ii) a Junior Ranking Capital Instrument;
The Issuer shall be considered “Solvent” if: (i) it is able to pay its debts as they fall due; and
(ii) its Assets exceed its Liabilities;
“Solvency Condition” means the conditions set out in Condition 4.3;
“Solvent Reconstruction” means a scheme of amalgamation or reconstruction, not involving
a bankruptcy or insolvency, where the obligations of the Issuer in relation to the outstanding
Subordinated Instruments are assumed by the successor entity to which all, or substantially
all, of the property, assets and undertaking of the Issuer are transferred or where an
arrangement with similar effect not involving a bankruptcy or insolvency is implemented;
“Specified Currency” has the meaning given in the Pricing Supplement;
“Specified Office” has the meaning given in the Issue and Paying Agency Agreement;
“Specified Period” has the meaning given in the Pricing Supplement;
“Subsidiary” means, in relation to any Person (the “first Person”) at any particular time, any
other Person (the “second Person”):
(i) whose affairs and policies the first Person controls or has the power to control,
whether by ownership of share capital, contract, the power to appoint or remove

78
members of the governing body of the second Person or otherwise; or
(ii) whose financial statements are, in accordance with applicable law and generally
accepted accounting principles, consolidated with those of the first Person;
“Successor Reference Rate” means the rate which has been formally published, endorsed,
approved, recommended or recognised as a successor or replacement to the relevant
Reference Rate by any Relevant Nominating Body;
“Talon” means a talon for further Coupons;
“TARGET2” means the Trans-European Automated Real-Time Gross Settlement Express
Transfer payment system which utilises a single shared platform and which was launched on
19 November 2007;
“TARGET Settlement Day” means any day on which TARGET2 is operating credit or transfer
instructions in respect of euro;
“Tax Legislation” means (a) the Income Tax Assessment Act 1936 of Australia or the Income
Tax Assessment Act 1997 of Australia (both as amended from time to time, as the case may
be, and a reference to any section of the Income Tax Assessment Act 1936 includes a
reference to that section as rewritten in the Income Tax Assessment Act 1997), (b) any other
law setting the rate of income tax payable by the Issuer, and (c) any regulation made under
such laws;
“Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“Tier 2 Capital” has the meaning given to it in the Prudential Standards;
“VWAP” means, subject to any adjustments under Conditions 6.2 and 6.3, the average of the
daily volume weighted average sale prices (such average and each such daily average sale
price being expressed in Australian dollars and cents and rounded to the nearest full cent,
with A$0.005 being rounded upwards) of Ordinary Shares sold on ASX and Chi-X during the
relevant period or on the relevant days but does not include any “crossing” transacted outside
the “Open Session State” or any “special crossing” transacted at any time, each as defined in
the ASX Market Rules or any overseas trades or trades pursuant to the exercise of options
over Ordinary Shares;
“VWAP Period” means:
(i) in the case of a Conversion resulting from the occurrence of a Non-Viability Trigger
Event, the period of 5 ASX Business Days on which trading in Ordinary Shares took
place immediately preceding (but not including) the Non-Viability Trigger Event Date;
or
(ii) otherwise, the period for which the VWAP is to be calculated in accordance with these
Conditions;
“Westpac Group” means the Issuer and its controlled entities taken as a whole;

79
“Winding-Up” means the legal procedure for the liquidation of the Issuer commenced when:
(i) a court order is made for the winding-up of the Issuer (and such order is not
successfully appealed or set aside within 30 days); or
(ii) an effective resolution is passed, or deemed to have been passed, by shareholders
or members for the winding-up of the Issuer,
other than in connection with a Solvent Reconstruction.
A Winding-Up must be commenced by a court order or an effective resolution of shareholders
or members. Neither (i) the making of an application, the filing of a petition, or the taking of
any other steps for the winding-up of the Issuer (or any other procedure whereby the Issuer
may be dissolved, liquidated, sequestered or cease to exist as a body corporate), nor (ii) the
appointment of a receiver, administrator, administrative receiver, compulsory manager,
Banking Act statutory manager or other similar officer (other than a Liquidator) in respect of
the Issuer, constitutes a Winding-Up for the purposes of these Terms and Conditions; and
“Write-off” has the meaning given to it in Condition 5.3(c). “Written-off” shall have a
corresponding meaning.
Interpretation
1.2 In these Terms and Conditions:
(a) if Talons are specified in the Pricing Supplement as being attached to the
Subordinated Instruments at the time of issue, references to Coupons shall be
deemed to include references to Talons;
(b) if Talons are not specified in the Pricing Supplement as being attached to the
Subordinated Instruments at the time of issue, references to Talons are not applicable;
(c) any reference to principal shall be deemed to include the Redemption Amount, any
Additional Amounts in respect of principal which may be payable under Condition 10.1
(unless Condition 10.1 is specified in the Pricing Supplement as being not applicable)
and any other amount in the nature of principal payable pursuant to these Terms and
Conditions;
(d) any reference to interest shall be deemed to include any Additional Amounts in
respect of interest which may be payable under Condition 10.1 (unless Condition 10.1
is specified in the Pricing Supplement as being not applicable), all amounts payable
pursuant to Condition 7 (Interest) and any other amounts in the nature of interest
payable pursuant to these Terms and Conditions;
(e) if an expression is stated in Condition 1.1 to have the meaning given in the Pricing
Supplement, but the Pricing Supplement gives no such meaning or specifies that such
expression is “not applicable” then such expression is not applicable to the
Subordinated Instruments to which such Pricing Supplement relates;

80
(f) a reference to a matter which is described in the Prudential Standard is a reference
to that matter as it is updated, varied or replaced, and described in those Prudential
Standards, from time to time;
(g) a reference to an event occurring “after” the lapse of a period of time means the
relevant period of time not including the day on which the relevant event which
triggered the commencement of the period of time occurred;
(h) except where the context otherwise requires, a reference to any thing (including,
without limitation, any amount or Outstanding Principal Amount of any Subordinated
Instrument) is a reference to the whole or each part of it (including, without limitation,
the part or percentage of the Outstanding Principal Amount of a Subordinated
Instrument required to be Converted or Written-off); and
(i) if the provisions of these Terms and Conditions and/or the relevant Pricing
Supplement specifies any Early Redemption Amount (Adverse Tax Event), Early
Redemption Amount (Call), Early Redemption Amount (Regulatory Event), Early
Termination Amount, Final Redemption Amount, Interest Amount, Maximum
Redemption Amount, Minimum Redemption Amount or Redemption Amount (as
applicable) (each a “Specified Amount”) on a per Calculation Amount basis, the
relevant Specified Amount in respect of a Subordinated Instrument shall be deemed
to be the relevant Specified Amount per Calculation Amount divided by the Calculation
Amount multiplied by the Outstanding Principal Amount of each such Subordinated
Instrument - i.e. a Specified Amount shall be calculated as follows:
Specified
Amount =



Specified Amount per Calculation
Amount

Calculation Amount




x


Outstanding Principal
Amount



2. Form and Denomination
2.1 Subordinated Instruments shall be issued in bearer form (“Bearer Subordinated
Instruments”) or in registered form (“Registered Subordinated Instruments"), as specified
in the Pricing Supplement, and shall be serially numbered. Registered Subordinated
Instruments will not be exchangeable for Bearer Subordinated Instruments.
2.2 Subject to the final sentence of this paragraph, the Pricing Supplement shall specify whether
U.S. Treasury Regulation §1.163-5(c)(2)(i)(D) (the “TEFRA D Rules”) or U.S. Treasury
Regulation §1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”) shall apply. Each Tranche of
Subordinated Instruments is represented upon issue by a temporary global Subordinated
Instrument (a “Temporary Global Instrument”), unless the Pricing Supplement specifies
otherwise and the TEFRA C Rules apply.
Where the Pricing Supplement applicable to a Tranche of Subordinated Instruments specifies
that the TEFRA C Rules apply, such Tranche is (unless otherwise specified in the Pricing
Supplement) represented upon issue by a permanent global Subordinated Instrument (a

81
“Permanent Global Instrument”).
Interests in the Temporary Global Instrument may be exchanged for:
(a) interests in a Permanent Global Instrument; or
(b) if so specified in the Pricing Supplement, definitive instruments in bearer form
(“Definitive Subordinated Instruments”).
Exchanges of interests in a Temporary Global Instrument for Definitive Subordinated
Instruments or, as the case may be, a Permanent Global Instrument will be made only on or
after the Exchange Date (as specified in the Pricing Supplement) and (unless the Pricing
Supplement specifies that the TEFRA C Rules are applicable to the Subordinated Instruments)
provided certification as to the beneficial ownership thereof as required by U.S. Treasury
regulations (in substantially the form set out in the Temporary Global Instrument or in such
other form as is customarily issued in such circumstances by the relevant clearing system)
has been received. An exchange of interests in a Temporary Global Instrument for Registered
Subordinated Instruments will be made at any time on or from such date as may be specified
in the Pricing Supplement, in each case, without any requirement for certification.
2.3 The bearer of any Temporary Global Instrument shall not (unless, upon due presentation of
such Temporary Global Instrument for exchange (in whole but not in part only) for a Permanent
Global Instrument or for delivery of Definitive Subordinated Instruments and/or Registered
Subordinated Instruments, such exchange or delivery is improperly withheld or refused and
such withholding or refusal is continuing at the relevant payment date) be entitled to receive
any payment in respect of the Subordinated Instruments represented by such Temporary
Global Instrument which falls due on or after the Exchange Date or be entitled to exercise any
option on a date after the Exchange Date.
2.4 Unless the Pricing Supplement specifies that the TEFRA C Rules are applicable to the
Subordinated Instruments and subject to Condition 2.3 above, if any date on which a payment
of interest is due on the Subordinated Instruments of a Tranche occurs while any of the
Subordinated Instruments of that Tranche are represented by a Temporary Global Instrument,
the related interest payment will be made on the Temporary Global Instrument only to the
extent that certification as to the beneficial ownership thereof as required by U.S. Treasury
regulations (in substantially the form set out in the Temporary Global Instrument or in such
other form as is customarily issued in such circumstances by the relevant clearing system)
has been received by the Hong Kong Paying Agent (in the case of a Temporary Global
Instrument lodged with a sub-custodian for the CMU Service) or (in any other case) by
Euroclear or Clearstream, Luxembourg or any other relevant clearing system. Payments of
interest due in respect of a Permanent Global Instrument will be made through Euroclear or
Clearstream, Luxembourg or the CMU Service or any other relevant clearing system without
any requirement for certification.
2.5 Interests in a Permanent Global Instrument will be exchanged by the Issuer in whole but not
in part only at the option of the Holder of such Permanent Global Instrument, for Definitive
Subordinated Instruments (a) if an Event of Default (as defined below) occurs in respect of
any Subordinated Instrument of the relevant Series; or (b) if Euroclear or Clearstream,
Luxembourg or the CMU Service or any other relevant clearing system is closed for business

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for a continuous period of fourteen days (other than by reason of public holidays) or announces
an intention to cease business permanently or in fact does so in both cases at the cost and
expense of the Issuer. If the Issuer does not make the required delivery of Definitive
Subordinated Instruments by 6.00 p.m. (London time) on the thirtieth day after the day on
which such Permanent Global Instrument becomes due to be exchanged and, in the case of
(a) above, such Subordinated Instrument is not duly redeemed (or the funds required for such
redemption are not available to the Fiscal Agent for the purposes of effecting such redemption
and remain available for such purpose) by 6.00 p.m. (London time) on the thirtieth day after
the day on which such Subordinated Instrument became immediately redeemable, such
Permanent Global Instrument will become void in accordance with its terms but without
prejudice to the rights conferred by the Deed of Covenant.
2.6 Definitive Subordinated Instruments have attached thereto at the time of their initial delivery
coupons (“Coupons”), presentation of which will be a prerequisite to the payment of interest
save in certain circumstances specified herein. Definitive Subordinated Instruments, if so
specified in the Pricing Supplement, have attached thereto, at the time of their initial delivery,
a Talon for further coupons and the expression “Coupons” shall, where the context so requires,
include Talons.
Denomination
Denomination of Bearer Subordinated Instruments
2.7 Subordinated Instruments will be in such denomination or denominations (each of which
denomination is integrally divisible by each smaller denomination) specified in the Pricing
Supplement or such other denominations as may be agreed between the Issuer and the
relevant Dealer save that the minimum denomination of each Subordinated Instrument will be
€100,000 (or the equivalent amount in another currency). Subordinated Instruments of one
denomination may not be exchanged for Subordinated Instruments of any other denomination.
2.8 Where a Temporary Global Instrument, issued in bearer form, is to be cleared through
Euroclear or Clearstream, Luxembourg or any other relevant clearing system and is to be
exchangeable for Definitive Subordinated Instruments upon the Holder’s request, the
Subordinated Instruments may only be issued in such denominations as Euroclear or
Clearstream, Luxembourg or such other relevant clearing system will permit at that time.
2.9 If the Temporary Global Instrument, issued in bearer form, is exchangeable for a Definitive
Subordinated Instrument at the option of the Holders thereof, the Subordinated Instruments
shall be tradeable only in principal amounts of at least the Denomination (or, if more than one
Denomination, the lowest Denomination).
Denomination of Registered Subordinated Instruments
2.10 Registered Subordinated Instruments will be in the minimum denomination specified in the
Pricing Supplement or integral multiples thereof.
2.11 Where a Temporary Global Instrument, issued in registered form, is to be cleared through
Euroclear or Clearstream, Luxembourg or any other relevant clearing system and is to be
exchangeable for Definitive Subordinated Instruments upon the Holder’s request, the

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Subordinated Instruments may only be issued in such denominations as Euroclear or
Clearstream, Luxembourg or such other relevant clearing system will permit at that time.
2.12 If the Temporary Global Instrument, issued in registered form, is exchangeable for a Definitive
Subordinated Instrument at the option of the Holders thereof, the Subordinated Instruments
shall be tradeable only in principal amounts of at least the Denomination (or, if more than one
Denomination, the lowest Denomination).
Currency of Subordinated Instruments
2.13 The Subordinated Instruments are denominated in such currency as may be specified in the
Pricing Supplement (the “Specified Currency”). Any currency may be so specified, subject to
compliance with all applicable legal and/or regulatory and/or central bank requirements.
3. Title and Transfer
3.1 Title to Subordinated Instruments and Coupons passes by delivery. References herein to the
“Holders” of Subordinated Instruments or of Coupons are to the bearers of such Subordinated
Instruments or such Coupons, as the case may be.
3.2 Title to Registered Subordinated Instruments passes by transfer and registration in the register
which the Issuer shall procure to be kept by the Registrar. For the purposes of these Terms
and Conditions, “Registrar” means, in relation to any Series comprising Registered
Subordinated Instruments, the Principal Registrar, the First Alternative Registrar or, as the
case may be, the Second Alternative Registrar, as specified in the Pricing Supplement.
References herein to the “Holders” of Registered Subordinated Instruments are to the
persons in whose names such Registered Subordinated Instruments are so registered in the
relevant register.
3.3 The Holder of any Bearer Subordinated Instrument, Coupon or Registered Subordinated
Instrument will (except as otherwise required by applicable law or regulatory requirement) be
treated as its absolute owner for all purposes (whether or not it is overdue and regardless of
any notice of ownership, trust or any interest thereof or therein, any writing thereon, or any
theft or loss thereof) and no person shall be liable for so treating such Holder.
Transfer of Registered Subordinated Instruments and exchange of Bearer Subordinated Instruments
for Registered Subordinated Instruments
3.4 A Registered Subordinated Instrument may, upon the terms and subject to the conditions set
forth in the Issue and Paying Agency Agreement, be transferred in whole or in part only
(provided that such part is, or is an integral multiple of, the minimum denomination specified
in the Pricing Supplement) upon the surrender of the Registered Subordinated Instrument to
be transferred, together with the form of transfer endorsed on it duly completed and executed,
at the Specified Office of the Registrar. A new Registered Subordinated Instrument will be
issued to the transferee and, in the case of a transfer of part only of a Registered Subordinated
Instrument, a new Registered Subordinated Instrument in respect of the balance not
transferred will be issued to the transferor.
3.5 If so specified in the Pricing Supplement, the Holder of Bearer Subordinated Instruments may

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exchange the same for the same Outstanding Principal Amount of Registered Subordinated
Instruments upon the terms and subject to the conditions set forth in the Issue and Paying
Agency Agreement. In order to exchange a Bearer Subordinated Instrument for a Registered
Subordinated Instrument, the Holder thereof shall surrender such Bearer Subordinated
Instrument at the Specified Office outside the United States of the Fiscal Agent or of the
Registrar together with a written request for the exchange. Each Bearer Subordinated
Instrument so surrendered must be accompanied by all unmatured Receipts and Coupons
appertaining thereto other than the Coupon in respect of the next payment of interest falling
due after the exchange date (as defined in Condition 3.6) where the exchange date would, but
for the provisions of Condition 3.6, occur between the Record Date (as defined in Condition
9B.4) for such payment of interest and the date on which such payment of interest falls due.
3.6 Each new Registered Subordinated Instrument to be issued upon the transfer of a Registered
Subordinated Instrument or the exchange of a Bearer Subordinated Instrument for a
Registered Subordinated Instrument will, within three Relevant Banking Days of the transfer
date or, as the case may be, the exchange date be available for collection by each relevant
Holder at the Specified Office of the Registrar or, at the option of the Holder requesting such
exchange or transfer, be mailed (by uninsured post at the risk of the Holder(s) entitled thereto)
to such address(es) as may be specified by such Holder. For these purposes, a form of transfer
or request for exchange received by the Registrar or the Fiscal Agent after the Record Date
in respect of any payment due in respect of Registered Subordinated Instruments shall be
deemed not to be effectively received by the Registrar or the Fiscal Agent until the day
following the due date for such payment.
For the purposes of these Terms and Conditions:
(i) “Relevant Banking Day” means a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency deposits) in
the place where the Specified Office of the Registrar is located and, in the case only
of an exchange of a Bearer Subordinated Instrument for a Registered Subordinated
Instrument where such request for exchange is made to the Fiscal Agent, in the place
where the Specified Office of the Fiscal Agent is located;
(ii) the “exchange date” shall be the Relevant Banking Day following the day on which
the relevant Bearer Subordinated Instrument shall have been surrendered for
exchange in accordance with Condition 3.5; and
(iii) the “transfer date” shall be the Relevant Banking Day following the day on which the
relevant Registered Subordinated Instrument shall have been surrendered for
transfer in accordance with Condition 3.4.
3.7 The issue of new Registered Subordinated Instruments on transfer or on the exchange of
Bearer Subordinated Instruments for Registered Subordinated Instruments will be effected
without charge by or on behalf of the Issuer, the Fiscal Agent or the Registrar, but upon
payment by the applicant of (or the giving by the applicant of such indemnity as the Issuer, the
Fiscal Agent or the Registrar may require in respect of) any tax, duty or other governmental
charges which may be imposed in relation thereto.
3.8 Upon the transfer, exchange or replacement of Registered Subordinated Instruments bearing

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the restrictive legend (the “Restrictive Legend”) set forth in the form of Registered
Subordinated Instrument scheduled to the Issue and Paying Agency Agreement, the Registrar
shall deliver only Registered Subordinated Instruments that also bear such legend unless
either (i) the transferor is not and has not been an affiliate of the Issuer during the preceding
three months and such transfer, exchange or replacement occurs one or more years after the
later of (1) the original issue date of such Subordinated Instruments or (2) the last date on
which the Issuer or any affiliates (as defined below) of the Issuer, as notified to the Registrar
by the Issuer as provided in the following sentence, was the beneficial owner of such
Registered Subordinated Instrument (or any predecessor of such Registered Subordinated
Instrument) or (ii) there is delivered to the Registrar an opinion reasonably satisfactory to the
Issuer of counsel experienced in giving opinions with respect to questions arising under the
securities laws of the United States to the effect that neither such legend nor the restrictions
on transfer set forth therein are required in order to maintain compliance with the provisions
of such laws. The Issuer covenants and agrees that it will not acquire any beneficial interest,
and will cause its “affiliates” (as defined in paragraph (a)(1) of Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”)) not to acquire any beneficial interest, in any
Registered Subordinated Instrument bearing the Restrictive Legend unless it notifies the
Registrar of such acquisition. The Registrar and all Holders shall be entitled to rely without
further investigation on any such notification (or lack thereof).
3.9 For so long as any of the Registered Subordinated Instruments bearing the Restrictive Legend
remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under
the Securities Act, the Issuer covenants and agrees that it shall, during any period in which it
is not subject to Section 13 or Section 15(d) under the United States Securities Exchange Act
of 1934 nor exempt from reporting pursuant to Rule 12g3-2(b) under such Act, make available
to any Relevant Account Holder (as defined in the Deed of Covenant) in connection with any
sale thereof and any prospective purchaser of such Subordinated Instruments from such
Relevant Account Holder, in each case upon request, the information specified in, and meeting
the requirements of, Rule 144A(d)(4) under the Securities Act.
4. Status of the Subordinated Instruments - General
The Issuer is an ADI as that term is defined under the Banking Act 1959 of Australia (“Banking
Act”). Under sections 13A(3) and 16(2) of the Banking Act and section 86 of the Reserve
Bank Act 1959 of Australia (“Reserve Bank Act”), certain debts of the Issuer are preferred by
law, as described below.
Section 13A(3) of the Banking Act provides that, in the event that an ADI becomes unable to
meet its obligations or suspends payment, the ADI's assets in Australia are available to meet
specified liabilities of the ADI in priority to all other liabilities of the ADI (including, in the case
of the Issuer, the Subordinated Instruments). These specified liabilities include certain
obligations of the ADI to APRA in respect of amounts payable by APRA to holders of protected
accounts, other liabilities of the ADI in Australia in relation to protected accounts, debts to the
Reserve Bank of Australia (“RBA”) and certain other debts to APRA.
A “protected account” is either:
(a) an account, or covered financial product, that is kept under an agreement between
the account-holder and the ADI requiring the ADI to pay the account-holder, on

86
demand or at an agreed time, the net credit balance of the account or covered
financial product at the time of the demand or the agreed time (as appropriate); or
(b) another account prescribed by regulation.
Certain assets, such as the assets of the Issuer in a cover pool for covered bonds issued by
the Issuer, are excluded from constituting assets in Australia for the purposes of section 13(A)
of the Banking Act, and those assets are subject to the prior claims of the covered bond
holders and certain other secured creditors in respect of the covered bonds.
Under section 16(2) of the Banking Act, certain other debts of the ADI due to APRA shall in a
winding-up of an ADI have, subject to section 13A(3) of the Banking Act, priority over all other
unsecured debts of that ADI. Further, section 86 of the Reserve Bank Act provides that, in a
winding-up of the ADI, debts due by the ADI to the RBA shall, subject to section 13A(3) of the
Banking Act, have priority over all other debts of the ADI.
The Subordinated Instruments will not constitute protected accounts or deposit liabilities for
the purposes of the Banking Act.
The liabilities which are preferred by law to the claim of a Holder in respect of a Subordinated
Instrument will be substantial and these Terms and Conditions do not limit the amount of such
liabilities which may be incurred or assumed by the Issuer from time to time.
In addition, the Subordinated Instruments are not guaranteed or insured by the Australian
Government or under any compensation scheme of the Australian Government, or by any
other government, under any other compensation scheme or by any government agency or
any other party.
Acknowledgements
4.1 Each Holder by its purchase or holding of a Subordinated Instrument is taken to acknowledge
that:
(a) the Issuer intends that Subordinated Instruments constitute Tier 2 Capital and be able
to absorb losses at the point of non-viability as described in the Prudential Standards;
(b) the Issuer’s obligations in respect of Subordinated Instruments are subordinated in
the manner provided in Condition 4.2; and
(c) Subordinated Instruments are subject to Conversion or Write-off in accordance with
Conditions 5 (Non-Viability, Conversion and Write-off) and 6 (Procedures for
Conversion). There are two methods of loss absorption:
(i) Conversion, subject to possible Write-off in accordance with Condition 5.3;
or
(ii) Write-off without Conversion in accordance with Condition 5.3.
Unless the applicable Pricing Supplement specifies otherwise, the primary method of

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loss absorption will be Conversion, subject to possible Write-off in accordance with
Condition 5.3.
Status and Subordination
4.2
(a) Holders do not have any right to prove in a Winding-Up in respect of Subordinated
Instruments, except as permitted under Condition 4.4.
(b) Subordinated Instruments constitute direct and unsecured subordinated obligations
of the Issuer and will rank for payment in a Winding-Up as set out in Condition 4.4.
(c) Subordinated Instruments will not constitute protected accounts or deposit liabilities
of the Issuer in Australia for the purposes of the Banking Act.
Solvency Condition
4.3 Prior to a Winding-Up in Australia:
(a) the obligation of the Issuer to make any payment of principal or interest or Additional
Amounts in respect of Subordinated Instruments shall be conditional upon the Issuer
being Solvent at the time the payment or other amount owing becomes due; and
(b) no payment of principal or interest or Additional Amounts shall be made in respect of
Subordinated Instruments except to the extent that the Issuer may make such
payment and still be Solvent immediately thereafter.
A certificate as to whether the Issuer is Solvent signed by two authorised signatories of the
Issuer or, if the Issuer is in Winding-Up, the Liquidator, shall, in the absence of fraud or
manifest or proven error, be conclusive evidence of the information contained in that certificate.
In the absence of such a certificate, a Holder shall be entitled to assume (unless the contrary
is proved) that the Issuer is, and will, after any payment as aforesaid, be Solvent.
Until Subordinated Instruments have been Converted or Written-off:
(i) interest will continue to accrue on any principal not paid as a consequence of
this Condition 4.3 at the Interest Rate; and
(ii) any interest not paid to a Holder as a consequence of this Condition 4.3
remains due and payable and accumulates with compounding.
Any amount not paid as a consequence of this Condition 4.3: (x) remains a debt owing to the
Holder by the Issuer until it is paid and shall be payable on the first date on which paragraphs
(a) and (b) of this Condition 4.3 would allow payment of such amount (whether or not such
date is otherwise an Interest Payment Date or other date on which such amount becomes
due); and (y) shall not constitute an Event of Default.

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Winding-Up
4.4 In a Winding-Up:
(a) Holders shall have no right or claim against the Issuer in respect of the principal of or
interest or Additional Amounts on Subordinated Instruments, to the extent any such
Subordinated Instruments have been Converted or Written-Off; and
(b) the rights and claims of Holders against the Issuer to recover any principal or interest
or Additional Amounts in respect of Subordinated Instruments that have not been
Converted or Written-off:
(i) shall be subordinate to, and rank junior in right of payment to, the obligations
of the Issuer to Senior Creditors and all such obligations to Senior Creditors
shall be entitled to be paid in full before any payment shall be paid on account
of any sums payable in respect of such Subordinated Instruments;
(ii) shall rank equally with the obligations of the Issuer to the holders of other
Subordinated Instruments that have not been Converted or Written-off (or
that have been partially Converted or Written-off), and the obligations of the
Issuer to holders of Equal Ranking Instruments; and
(iii) shall rank prior to, and senior in right of payment to, the obligations of the
Issuer to holders of Ordinary Shares, and other Junior Ranking Capital
Instruments.
Unless and until Senior Creditors have been paid in full, Holders will not be entitled to claim in
the Winding-Up in competition with Senior Creditors so as to diminish any payment which, but
for that claim, Senior Creditors would have been entitled to receive.
In a Winding-Up, Holders of Subordinated Instruments that have not been Converted or
Written-off (or that have been partially Converted or Written-off) shall only be entitled to prove
for any sums payable in respect of their Subordinated Instruments as a liability which is subject
to prior payment in full of Senior Creditors. Holders of Subordinated Instruments waive in
respect of any Subordinated Instrument or Coupon, to the fullest extent permitted by law, any
right to prove in a Winding-Up as a creditor ranking for payment in any other manner. The
Holders of Subordinated Instruments will have no further or other claim on the Issuer in a
Winding-Up, other than the claim for the principal and interest and any Additional Amounts, as
described above.
However, it is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having
occurred first and the Subordinated Instruments being Converted or Written-off. In that event:
• if the Subordinated Instruments have Converted into Ordinary Shares, Holders will
rank equally with existing holders of Ordinary Shares; and
• if the Subordinated Instruments are Written-off, all rights in relation to the
Subordinated Instruments will be terminated, and Holders will not have their
Outstanding Principal Amount repaid or receive any outstanding interest or accrued

89
interest, or have the right to have the Subordinated Instruments Converted into
Ordinary Shares. In such an event, a Holder’s investment in the Subordinated
Instruments will lose all of its value and such Holder will not receive any
compensation.
No Set-Off
4.5 Neither the Issuer nor any Holder is entitled to set-off any amounts due in respect of
Subordinated Instruments held by the Holder against any amount of any nature owed by the
Issuer to the Holder or by the Holder to the Issuer.
Clawback
4.6 Each Holder by its purchase or holding of a Subordinated Instrument is taken to have
irrevocably acknowledged and agreed that it shall pay or deliver to the Liquidator any payment
or asset, whether voluntary or in any other circumstances, received by the Holder from or on
account of the Issuer (including by way of credit, set-off or otherwise howsoever) or from any
Liquidator (or any provisional or other liquidator, receiver, manager or statutory manager of
the Issuer) in breach of either Condition 4.2 or Condition 11 (Events of Default).
Other provisions
4.7 Each Holder by its purchase or holding of a Subordinated Instrument is taken to have
irrevocably acknowledged and agreed:
(a) that each of Conditions 4.2 and 4.4 constitutes a debt subordination for the purposes
of section 563C of the Corporations Act 2001;
(b) without limiting its rights existing otherwise than as a Holder of a Subordinated
Instrument, that it must not exercise its voting or other rights as an unsecured creditor
in the Winding-Up in any jurisdiction until after all Senior Creditors have been paid in
full or otherwise to defeat, negate or in any way challenge the enforceability of the
subordination provision described in Conditions 4.2 and 4.4; and
(c) that the debt subordination effected by Conditions 4.2 and 4.4 are not affected by any
act or omission of the Issuer or a Senior Creditor which might otherwise affect it at
law or in equity.
No consent of any Senior Creditor shall be required for any amendment of either Condition
4.2 or 4.4 in relation to any Outstanding Subordinated Instruments.
Amendments affecting regulatory treatment
4.8 No amendment to the Terms and Conditions of a Subordinated Instrument that at the time of
such amendment qualifies as Tier 2 Capital is permitted without the prior written consent of
APRA if such amendment may affect the eligibility of the Subordinated Instrument as Tier 2
Capital as described in the Prudential Standards.

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5. Non-Viability, Conversion and Write-off
Non-Viability Trigger Event
5.1
(a) If a Non-Viability Trigger Event occurs, the Issuer must:
(i) subject to the limitations described in Condition 5.3, Convert; or
(ii) if the applicable Pricing Supplement specifies that the primary method of loss
absorption will be Write-off without Conversion in accordance with Condition
5.3, Write-off,
all Subordinated Instruments or, if paragraph (a) of the definition of “Non-Viability
Trigger Event” applies, subject to the provisions described in Condition 5.1(b), all or
some Subordinated Instruments (or a percentage of the Outstanding Principal
Amount of each Subordinated Instrument), such that the aggregate Outstanding
Principal Amount of all Subordinated Instruments Converted or Written-off, together
with the face value or outstanding principal amount of all other Relevant Securities
converted, written-off or written-down as described in Condition 5.1(b), is equal to the
aggregate face value or outstanding principal amount of Relevant Securities as is
necessary to satisfy APRA that the Issuer will no longer be non-viable.
(b) In determining the Subordinated Instruments or percentage of the Outstanding
Principal Amount of each Subordinated Instrument which must be Converted or
Written-Off in accordance with this Condition 5.1, the Issuer will:
(i) first, convert, write-off or write-down an amount of the face value or
outstanding principal amount of all outstanding Relevant Tier 1 Securities
before Conversion or Write-off of the Subordinated Instruments; and
(ii) second, if conversion, write-off or write-down of those Relevant Tier 1
Securities is not sufficient to satisfy APRA that the Issuer would not become
non-viable, Convert or Write-off (in the case of the Subordinated Instruments)
and convert, write-off or write-down (in the case of any other Relevant Tier 2
Securities), on a pro-rata basis or in a manner that is otherwise, in the opinion
of the Issuer, fair and reasonable, the Outstanding Principal Amount of each
Subordinated Instrument and outstanding principal amount of all other
Relevant Tier 2 Securities (subject to such adjustments as the Issuer may
determine to take into account the effect on marketable parcels, the need to
round to whole numbers of Ordinary Shares and the authorised
denominations of any Relevant Tier 2 Securities remaining on issue, and the
need to effect the conversion, write-off or write-down immediately), and, for
the purposes of this Condition 5.1(b)(ii), where the Specified Currency of the
outstanding principal amount of the Relevant Tier 2 Securities is not
Australian dollars, the Issuer may for purposes of determining the
outstanding principal amount to be converted, written-off or written-down,
convert the outstanding principal amount to Australian dollars at such rate of

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exchange determined in accordance with the terms of such Relevant Tier 2
Securities or, if the conversion provisions in such terms do not specify a rate
of exchange, at such rate of exchange as the Issuer in good faith considers
reasonable,
but such determination will not impede the immediate Conversion or Write-off of the
relevant Subordinated Instruments or percentage of the Outstanding Principal
Amount of each Subordinated Instrument (as the case may be).
(c) If a Non-Viability Trigger Event occurs:
(i) the Subordinated Instruments or the percentage of the Outstanding Principal
Amount of each Subordinated Instrument determined in accordance with
Conditions 5.1(a) and (b), shall be Converted or Written-off immediately upon
the occurrence of the Non-Viability Trigger Event in accordance with
Conditions 5.2 and 6 (Procedures for Conversion). The Conversion or Write-
off will be irrevocable;
(ii) the Issuer must give notice to Holders in accordance with Condition 16
(Notices) and the ASX as soon as practicable that a Non-Viability Trigger
Event has occurred and that Conversion or Write-off has occurred on the
Non-Viability Trigger Event Date;
(iii) the notice must specify (A) the date on which Conversion or Write-off
occurred (the “Non-Viability Trigger Event Date”) and the Subordinated
Instruments or percentage of the Outstanding Principal Amount of each
Subordinated Instrument which was Converted or, if Condition 5.3 is
applicable, Written-off, and (B) details of the Relevant Securities converted,
written-off or written down in accordance with Condition 5.1(b); and
(iv) in the case of Conversion, the notice must specify the details of the
Conversion process, including any details which were taken into account in
relation to the effect on marketable parcels and whole numbers of Ordinary
Shares, and the impact on any Subordinated Instruments remaining on issue.
Failure to undertake any of the steps in Conditions 5.1(c)(ii) to (iv) does not prevent,
invalidate, delay or otherwise impede Conversion or Write-off.
APRA will not approve partial conversion or partial write-off in those exceptional
circumstances where a public sector injection of funds is deemed necessary.
Automatic Conversion or Write-off upon the occurrence of a Non-Viability Trigger Event
5.2 If a Non-Viability Trigger Event has occurred and all or some Subordinated Instruments are
(or a percentage of the Outstanding Principal Amount of each Subordinated Instrument is)
required to be Converted or Written-off in accordance with Condition 5.1, then:
(a) Conversion or Write-off of such Subordinated Instruments or percentage of the
Outstanding Principal Amount of each Subordinated Instrument will occur in

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

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the repayment of the Outstanding Principal Amount and, in the case of Conversion,
to be issued with the Conversion Number of Ordinary Shares in respect of such
Subordinated Instruments or percentage of the Outstanding Principal Amount of each
Subordinated Instrument), are immediately and irrevocably written-off and terminated
with effect on and from the Non-Viability Trigger Event Date (“Write-off”); and
(d) the Outstanding Principal Amount of such Subordinated Instruments shall be reduced
on the Non-Viability Trigger Event Date by the Outstanding Principal Amount of the
Subordinated Instruments to be Converted or Written-off, as determined in
accordance with Conditions 5.1(a) and (b) and any interest, accrued but unpaid
interest and any Additional Amounts shall be correspondingly reduced.
Consent to receive Ordinary Shares and other acknowledgements
5.4 Subject to any Write-off required in accordance with Condition 5.3, each Holder by its purchase
or holding of a Subordinated Instrument shall be taken to have irrevocably agreed that:
(a) upon Conversion in accordance with Condition 5 (Non-Viability, Conversion and
Write-off) and Condition 6 (Procedures for Conversion), it consents to becoming a
member of the Issuer and agrees to be bound by the constitution of the Issuer;
(b) unless (x) it has given notice in accordance with Condition 6.10 that it does not wish
to receive Ordinary Shares as a result of Conversion, or (y) it is an Ineligible Holder,
or (z) it has not satisfied the requirements of Condition 6.10 to receive Ordinary
Shares, it is obliged to accept Ordinary Shares of the Issuer on Conversion
notwithstanding anything that might otherwise affect a Conversion of Subordinated
Instruments, including:
(i) any change in the financial position of the Issuer since the issue of the
Subordinated Instruments;
(ii) any disruption to the market or potential market for Ordinary Shares or capital
markets generally; or
(iii) any breach by the Issuer of any obligation in connection with the
Subordinated Instruments;
(c)
(i) Conversion is not subject to any conditions other than those expressly
provided for in Condition 5 (Non-Viability, Conversion and Write-off) and
Condition 6 (Procedures for Conversion);
(ii) Conversion must occur immediately on the Non-Viability Trigger Event Date
and that may result in disruption or failures in trading or dealings in the
Subordinated Instruments;
(iii) it will not have any rights to vote in respect of any Conversion (whether as a
Holder of a Subordinated Instrument or as a prospective holder of an

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Ordinary Share); and
(iv) notwithstanding Condition 6.9, Ordinary Shares issued on Conversion may
not be quoted at the time of Conversion or at all;
(d) where Condition 5.3 applies, no other conditions or events will affect the operation of
that Condition and it will not have any rights to vote in respect of any Write-off under
that Condition; and
(e) it has no remedies on account of the failure of the Issuer to issue Ordinary Shares in
accordance with Condition 6 (Procedures for Conversion) other than, subject to
Condition 5.3, to seek specific performance of the Issuer’s obligation to issue Ordinary
Shares.
Issue of ordinary shares of successor holding company
5.5 Where there is a replacement of the Issuer as the ultimate holding company of the Westpac
Group and the successor holding company is an Approved Successor, the Terms and
Conditions may be amended in accordance with Condition 6.14.
No Conversion at the option of the Holders
5.6 Holders do not have a right to request Conversion of their Subordinated Instruments at any
time.
Priority of early Conversion obligations
5.7 A Conversion or Write-off required because of a Non-Viability Trigger Event shall take place
on the date, and in the manner, described herein or in the applicable Pricing Supplement,
notwithstanding any redemption as described herein or in the applicable Pricing Supplement.
No rights before Conversion
5.8 Before Conversion, a Subordinated Instrument confers no rights on a Holder:
(a) to vote at, or receive notices of, any meeting of shareholders or members of the
Issuer;
(b) to subscribe for new securities or to participate in any bonus issues of securities of
the Issuer; or
(c) to otherwise participate in the profits or property of the Issuer,
except as expressly set out in these Terms and Conditions or in an applicable Pricing
Supplement.

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6. Procedures for Conversion
Conversion
6.1 On the Non-Viability Trigger Event Date, subject to Condition 5.3 and Condition 6.10, the
following provisions will apply.
(a) The Issuer will allot and issue the Conversion Number of Ordinary Shares for each
Subordinated Instrument to each Holder. The Conversion Number is, subject always
to the Conversion Number being no greater than the Maximum Conversion Number,
calculated according to the following formula:


Conversion Number for each Subordinated Instrument =
Outstanding Principal Amount of the
Subordinated Instrument (translated
into Australian dollars in accordance
with paragraph (b) of the definition of
Outstanding Principal Amount where
the calculation date shall be the Non-
Viability Trigger Event Date)
P x VWAP
where:
Outstanding Principal Amount has the meaning given to it in Condition 1.1, as
adjusted in accordance with Condition 6.13.
P means the number specified in the Pricing Supplement.
VWAP means the VWAP during the VWAP Period.
Maximum Conversion Number means a number calculated according to the
following formula:
Maximum Conversion Number for =
each Subordinated Instrument
Outstanding Principal Amount of the
Subordinated Instrument (translated
into Australian dollars in accordance
with paragraph (b) of the definition of
Outstanding Principal Amount where
the calculation date shall be the ASX
Business Day prior to the Issue Date)
0.20 x Issue Date VWAP

where:
Outstanding Principal Amount has the meaning given to it in Condition 1.1, as

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adjusted in accordance with Condition 6.13.
If any Subordinated Instruments are Converted following a Non-Viability Trigger Event,
it is likely that the Maximum Conversion Number will apply and limit the number of
Ordinary Shares to be issued. In this case, the value of the Ordinary Shares received
is likely to be significantly less than the Outstanding Principal Amount of those
Subordinated Instruments. Where the Specified Currency is other than the Australian
dollar, the Australian dollar may depreciate in value against the Specified Currency
by the time of Conversion. In that case, the Maximum Conversion Number is more
likely to apply.
(b) Subject to Condition 6.10, each Holder’s rights in relation to each Subordinated
Instrument (including to payment of interest, if any, with respect to such Outstanding
Principal Amount) that is being Converted as determined in accordance with
Conditions 5.1(a) and (b) will be immediately and irrevocably written-off and
terminated for an amount equal to the Outstanding Principal Amount of such
Subordinated Instruments to be Converted as determined in accordance with
Condition 5.1, and the Issuer will apply such Outstanding Principal Amount of each
such Subordinated Instrument to be so Converted to subscribe for the Ordinary
Shares to be allotted and issued under Condition 6.1(a). Each Holder is taken to have
irrevocably directed that any amount payable under this Condition 6.1 is to be applied
as provided for in this Condition 6.1 without delay (notwithstanding any other
provisions in these Terms and Conditions providing for payments to be delayed) and
Holders do not have any right to payment in any other way.
(c) Any calculation under Condition 6.1(a) shall, unless the context requires otherwise,
be rounded to four decimal places provided that if the total number of Ordinary Shares
to be allotted and issued in respect of a Holder’s aggregate holding of Subordinated
Instruments includes a fraction of an Ordinary Share, that fraction of an Ordinary
Share will not be issued or delivered on Conversion.
(d) Subject to Condition 6.10, where Subordinated Instruments are to be Converted, the
Issuer will allot and issue the Ordinary Shares to the Holder on the basis of the
Holder’s name and address provided to the Issuer for entry into any register of title
and receipt of any certificate or holding statement in respect of any Ordinary Shares
issued on Conversion unless a Holder has:
(i) notified the Issuer of a different name and address; and
(ii) provided such other information as is reasonably requested by the Issuer
(including, without limitation, details of the Holder’s account to which the
Ordinary Shares issued on Conversion are to be credited),
which notice may be given at any time on or after the Issue Date and no less than 15
Business Days prior to the Non-Viability Trigger Event Date.

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

98
VWAP by the following formula:
A_
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reclassification; and
B means the aggregate number of Ordinary Shares immediately after the
Reclassification.
(b) Any adjustment made by the Issuer in accordance with Condition 6.3(a) will be
effective and binding on Holders under these Terms and Conditions and these Terms
and Conditions will be construed accordingly.
Adjustments to Issue Date VWAP generally
6.4 For the purposes of determining the Issue Date VWAP under Condition 6.1, adjustments will
be made in accordance with Conditions 6.2 and 6.3 during the period in which the Issue Date
VWAP is determined. On and from the Issue Date, adjustments to the Issue Date VWAP:
(a) may be made by the Issuer in accordance with Conditions 6.5, 6.6 and 6.7; and
(b) if so made, will be effective and binding on Holders under these Terms and Conditions
and these Terms and Conditions will be construed accordingly.
Adjustments to Issue Date VWAP for bonus issues
6.5
(a) Subject to Conditions 6.5(b) and 6.5(c), if at any time after the Issue Date of the
Subordinated Instruments, the Issuer makes a pro-rata bonus issue of Ordinary
Shares to holders of Ordinary Shares generally (in a manner not involving any cash
payment or the giving of another form of consideration to or by holders of Ordinary
Shares), the Issue Date VWAP will be adjusted immediately in accordance with the
following formula:
V = Vo x RD / (RD + RN)
where:
V means the Issue Date VWAP applying immediately after the application of this
formula;
Vo means the Issue Date VWAP applying immediately prior to the application of this
formula;

99
RD means the number of Ordinary Shares on issue immediately prior to the allotment
of new Ordinary Shares pursuant to the bonus issue; and
RN means the number of Ordinary Shares issued pursuant to the bonus issue.
(b) Condition 6.5(a) does not apply to Ordinary Shares issued as part of a bonus share
plan, employee or executive share plan, executive option plan, share top up plan,
share purchase plan or a dividend reinvestment plan.
(c) For the purposes of this Condition 6.5, an issue will be regarded as a bonus issue
notwithstanding that the Issuer does not make offers to some or all holders of Ordinary
Shares with registered addresses outside Australia, provided that in so doing the
Issuer is not in contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made under this Condition 6.5 for
any offer of Ordinary Shares not covered by Condition 6.5(a) above, including a rights
issue or other essentially pro rata issues.
(e) The fact that no adjustment is made for an issue of Ordinary Shares except as
covered by Condition 6.5(a) above shall not in any way restrict the Issuer from issuing
Ordinary Shares at any time on such terms as it sees fit nor require any consent or
concurrence of Holders.
(f) Any adjustment made by the Issuer in accordance with Condition 6.5(a) above will be
effective and binding on Holders.
Adjustments to Issue Date VWAP for capital reconstruction
6.6
(a) If at any time after the Issue Date there is a change to the number of Ordinary Shares
on issue because of a Reclassification (in a manner not involving any cash payment
or the giving of another form of consideration to or by holders of Ordinary Shares) into
a lesser or greater number, the Issue Date VWAP will be adjusted by multiplying the
Issue Date VWAP applicable on the ASX Business Day immediately before the date
of any such Reclassification by the following formula:
A__
B
where:
A means the aggregate number of Ordinary Shares on issue immediately before the
Reclassification; and
B means the aggregate number of Ordinary Shares on issue immediately after the
Reclassification.
(b) Any adjustment made by the Issuer in accordance with Condition 6.6(a) above will be

100
effective and binding on Holders.
(c) Each Holder acknowledges that the Issuer may consolidate, divide, or reclassify
Ordinary Shares so that there is a lesser or greater number of Ordinary Shares at any
time in its absolute discretion without any such action requiring any consent or
concurrence of Holders.
No adjustment to Issue Date VWAP in certain circumstances
6.7 Notwithstanding the provisions of Conditions 6.4, 6.5 and 6.6, no adjustment will be made to
the Issue Date VWAP where any such adjustment (expressed in Australian dollars and cents
and rounded to the nearest whole cent with A$0.005 being rounded upwards) would be less
than one per cent of the Issue Date VWAP then in effect.
Announcement of adjustments to Issue Date VWAP
6.8 The Issuer will notify any adjustment to the Issue Date VWAP under this Condition 6 to ASX
and to the Holders in accordance with Condition 16 (Notices) within 10 ASX Business Days of
the Issuer determining the adjustment and the adjustment will be final and binding.
Status and listing of Ordinary Shares
6.9
(a) Ordinary Shares issued or arising from Conversion will rank equally with, and will
have the same rights as, all other fully paid Ordinary Shares provided that the rights
attaching to the Ordinary Shares issued or arising from Conversion do not take effect
until 5.00pm (Sydney time) on the Non-Viability Trigger Event Date (or such other time
required by APRA). The Holders agree not to trade Ordinary Shares issued upon
Conversion (except as permitted by the Corporations Act 2001, other applicable laws,
the ASX Listing Rules or any listing rules of any stock exchange and/or competent
listing authority on or by which the Subordinated Instruments are listed and/or traded)
until the Issuer has taken such steps as are required by the Corporations Act 2001,
other applicable laws, the ASX Listing Rules or any listing rules of any stock exchange
and/or competent listing authority on or by which the Subordinated Instruments are
listed and/or traded, as applicable, for the Ordinary Shares to be freely tradable
without further disclosure or other action and agree to allow the Issuer to impose a
holding lock or to refuse to register a transfer in respect of Ordinary Shares until such
time.
(b) The Issuer will use all reasonable endeavours to list the Ordinary Shares issued on
Conversion of Subordinated Instruments on ASX and to take all such actions
necessary for the Ordinary Shares so issued to become freely tradable without further
disclosure or other action as referred to in Condition 6.9(a) above.
Conversion: Clearing Systems; where the Holder does not wish to receive Ordinary Shares or

101
is an Ineligible Holder
6.10
(a) If Subordinated Instruments are required to be Converted and the Holder is the
operator of a Clearing System or a nominee for a common depository for any one or
more Clearing Systems (such operator or nominee for a common depository acting
in such capacity as is specified in the rules and regulations of the relevant Clearing
System or Clearing Systems), then, with effect from the Non-Viability Trigger Event
Date, the Holder’s rights in relation to each such Subordinated Instrument being
Converted shall be immediately and irrevocably terminated and the Issuer will issue
the relevant aggregate Conversion Number of Ordinary Shares due to such Holder in
uncertificated form through the Issuer’s share registry provider to one or more Sale
and Transfer Agents for no additional consideration to hold on trust for the transfer or
for sale for the benefit of the participants in, or members of, the relevant Clearing
System or Clearing Systems who held the corresponding Subordinated Instruments
through the relevant Clearing System or Clearing Systems immediately prior to
Conversion (“Clearing System Participants”). A Clearing System Participant will be
entitled to receive Ordinary Shares (or the proceeds of the sale of Ordinary Shares)
in accordance with this Condition 6.10.
(b) Where Ordinary Shares are issued to one or more Sale and Transfer Agents in
accordance with Condition 6.10(a), a Clearing System Participant may, no later than
the date specified in the Pricing Supplement (“Clearing System Cut-off Date”),
provide to the Issuer, or, if appointed, the relevant Sale and Transfer Agent:
(i) its name and address for entry into any register of title and receipt of any
certificate or holding statement in respect of any Ordinary Shares issued on
Conversion;
(ii) the security account details of the Holder of Subordinated Instruments in the
Clearing House Electronic Subregister System of Australia operated by the
ASX or its affiliates or successors (“CHESS”), or such other account to which
the Ordinary Shares issued on Conversion are to be credited; and
(iii) such other information as is reasonably requested by the Issuer,
and, if it does so, the Clearing System Participant must make arrangements to
transfer the relevant Subordinated Instruments held by it through the relevant
Clearing System or Clearing Systems immediately prior to Conversion to the Issuer
(or the Issuer’s nominee) in accordance with accepted market practice, and the rules
and regulations of the relevant Clearing System or Clearing Systems or in such other
manner that is, in the opinion of the Issuer, fair and reasonable. The Issuer and the
relevant Sale and Transfer Agent will, as soon as possible thereafter and without
delay on the part of the Issuer or the relevant Sale and Transfer Agent, take any
appropriate procedural steps to record the transfer of the relevant Ordinary Shares to
the Clearing System Participant, including updating the Ordinary Share register.