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Appendix 2A – Fixed Rate Subordinated Instruments

Listing Change12 May 2021WBCFinancials

This appendix is not available as an online form
Please fill in and submit as a PDF announcement +Rule 2.7

+See chapter 19 for defined terms

31 January 2020Page 1

Appendix 2A

Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. Information

and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of

+securities other than CDIs, you will need to obtain and provide an International Securities

Identification Number (ISIN) for that class. Further information on the requirement for the notification of

an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-

Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in

specific notes for certain questions. The balance of the information, where applicable, must be

provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question

no

Question Answer

1.1 *Name of entity

We (the entity here named) apply for

+quotation of the following +securities and

agree to the matters set out in

Appendix 2A of the ASX Listing Rules.

1

Westpac Banking Corporation (Westpac)

1.2 *Registration type and number

Please supply your ABN, ARSN, ARBN, ACN or

another registration type and number (if you supply

another registration type, please specify both the type

of registration and the registration number).

ABN 33 007 457 141

1.3 *ASX issuer codeWBC

1.4 *This announcement is

Tick whichever is applicable.

☒A new announcement

☐An update/amendment to a previous

announcement

☐A cancellation of a previous

announcement

1.4a *Reason for update

Mandatory only if “Update” ticked in Q1.4 above. A

reason must be provided for an update.

N/A

1.4b *Date of previous announcement to this

update

Mandatory only if “Update” ticked in Q1.4 above.

N/A

1.4c *Reason for cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A

1

Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue

will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been

issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX

under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see

ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 2

1.4d *Date of previous announcement to this

cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A

1.5 *Date of this announcement 12 May 2021

Part 2 – Type of issue

Question

No.

Question Answer

2.1 *The +securities to be quoted are:

Select whichever item is applicable.

If you wish to apply for quotation of different types of

issues of securities, please complete a separate

Appendix 2A for each type of issue.

☐ Being issued as part of a transaction or

transactions previously announced to

the market in an Appendix 3B

☐ Being issued under a +dividend or

distribution plan

☐ Being issued as a result of options being

exercised or other +convertible

securities being converted

☐ Unquoted partly paid +securities that

have been paid up and are now quoted

fully paid +securities

☐ +Restricted securities where the escrow

period has expired or is about to expire

☐ +Securities previously issued under an

+employee incentive scheme where the

restrictions on transfer have ceased or

are about to cease

☐ +Securities issued under an +employee

incentive scheme that are not subject to

a restriction on transfer or that are to be

quoted notwithstanding there is a

restriction on transfer

☒ Other


2.2a.1 *Date of Appendix 3B notifying the market

of the proposed issue of +securities for

which quotation is now being sought

Answer this question if your response to Q2.1 is “Being

issued as part of a transaction or transactions

previously announced to the market in an Appendix

3B”

N/A

2.2a.2

*Are there any further issues of +securities

yet to take place to complete the

transaction(s) referred to in the

Appendix 3B?

Answer this question if your response to Q2.1 is “Being

issued as part of a transaction or transactions

previously announced to the market in an Appendix

3B”.

N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 3

2.2a.2.1 *Please provide details of the further issues

of +securities yet to take place to complete

the transaction(s) referred to in the

Appendix 3B

Answer this question if your response to Q2.1 is “Being

issued as part of a transaction or transactions

previously announced to the market in an Appendix

3B” and your response to Q2.2a.2 is “Yes”.

Please provide details of the proposed dates and

number of securities for the further issues. This may

be the case, for example, if the Appendix 3B related to

an accelerated pro rata offer with an institutional

component being quoted on one date and a retail

component being quoted on a later date.

N/A

2.2b.1 *Date of Appendix 3A.1 lodged with ASX in

relation to the underlying +dividend or

distribution

Answer this question if your response to Q2.1 is “Being

issued under a dividend or distribution plan”.

N/A

2.2b.2 *Does the +dividend or distribution plan

meet the requirement of listing rule 7.2

exception 4 that it does not impose a limit

on participation?

Answer this question if your response to Q2.1 is “Being

issued under a dividend or distribution plan”.

Note: Exception 4 only applies where security holders

are able to elect to receive all of their dividend or

distribution as securities. For example, Exception 4

would not apply in the following circumstances: 1) The

entity has specified a dollar limit on the level of

participation e.g. security holders can only participate

to a maximum value of $x in respect of their

entitlement, or 2) The entity has specified a maximum

number of securities that can participate in the plan

e.g. security holders can only receive securities in lieu

of dividend payable for x number of securities.

N/A

2.2c.1 Please state the number and type of

options that were exercised or other

+convertible securities that were converted

(including their ASX security code)

Answer this question if your response to Q2.1 is “Being

issued as a result of options being exercised or other

convertible securities being converted”.

N/A

2.2c.2

And the date the options were exercised or

other +convertible securities were

converted

Answer this question if your response to Q2.1 is “Being

issued as a result of options being exercised or other

convertible securities being converted”.

Note: If this occurred over a range of dates, enter the

date the last of the options was exercised or

convertible securities was converted.

N/A

2.2d.1 Please state the number and type of partly

paid +securities (including their ASX

security code) that were fully paid up

Answer this question if your response to Q2.1 is

“Unquoted partly paid securities that have been paid

up and are now quoted fully paid securities”.

N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 4

2.2d.2

And the date the

+

securities were fully paid

up

Answer this question if your response to Q2.1 is

“Unquoted partly paid securities that have been paid

up and are now quoted fully paid securities”.

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.

N/A

2.2e.1

Please state the number and type of

+restricted securities (including their ASX

security code) where the escrow period has

expired or is about to expire

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.

N/A

2.2e.2 And the date the escrow restrictions have

ceased or will cease

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.

Note: If this occurred over a range of dates, enter the

date the last of the escrow restrictions has ceased or

will cease.

N/A

2.2f.1 Please state the number and type of

+securities (including their ASX security

code) previously issued under the

+employee incentive scheme where the

restrictions on transfer have ceased or are

about to cease

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.

N/A

2.2f.2

And the date the restrictions on transfer

have ceased or will cease:

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.

Note: If this occurred over a range of dates, enter the

date the last of the restrictions on transfer has ceased

or will cease.

N/A

2.2g.1 Please state the number and type of

+securities (including their ASX security

code) issued under an +employee incentive

scheme that are not subject to a restriction

on transfer or that are to be quoted

notwithstanding there is a restriction on

transfer

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.

N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 5

2.2g.2 *Please attach a document or provide

details of a URL link for a document lodged

with ASX detailing the terms of the

+employee incentive scheme or a summary

of the terms.

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.

N/A

2.2g.3

*Are any of these +securities being issued

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.

N/A

2.2g.3.a *Provide details of the recipients and the number of +securities issued to each of them.

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are

not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”

and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If

the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered

holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of

registered holder”.


Name of KMP Name of registered holder Number of +securities

N/A N/A N/A


2.2h.1 *The purpose(s) for which the entity is

issuing the +securities is:

Answer this question if your response to Q2.1 is

“Other”.

You may select one or more of the items in the list.

☐ To raise additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered

[provide details below]

☒ Other [provide details below]

Additional details:


The net proceeds of the issue of the fully

paid fixed rate subordinated instruments

will be used as described in Annex 2 to the

Pricing Supplement.


2.2h.2 *Please provide any further information

needed to understand the circumstances in

which you are applying to have these

+securities quoted on ASX, including (if

applicable) why the issue of the +securities

has not been previously announced to the

market in an Appendix 3B

You must answer this question if your response to

Q2.1 is “Other”. If there is no other information to

provide, please answer “Not applicable” or “N/A”.

As the decision to quote the fully paid fixed

rate subordinated instruments is made at

the same time this Appendix 2A is lodged,

an Appendix 3B is not necessary.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 6

2.2i *Are these +securities being offered under

a +disclosure document or +PDS?

Answer this question if your response to Q2.1 is any

option other than “Being issued as part of a transaction

or transactions previously announced to the market in

an Appendix 3B”.

No

2.2i.1 *Date of +disclosure document or +PDS?

Answer this question if your response to Q2.1 is any

option other than “Being issued as part of a transaction

or transactions previously announced to the market in

an Appendix 3B” and your response to Q2.2i is “Yes”.

Under the Corporations Act, the entity must apply for

quotation of the securities within 7 days of the date of

the disclosure document or PDS.

N/A

2.3 *The +securities to be quoted are:

Tick whichever is applicable

☐ Additional +securities in a class that is

already quoted on ASX ("existing

class")

☒ New +securities in a class that is not yet

quoted on ASX ("new class")

Part 3A – number and type of +securities to be quoted (existing class or

new class) where issue has previously been notified to ASX in

an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously

announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.

Question

No.

Question Answer

3A.1 *ASX security code & description N/A

3A.2 *Number of +securities to be quoted N/A

Part 3B – number and type of +securities to be quoted (existing class)

where issue has not previously been notified to ASX in an

Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or

transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.

Question

No.

Question Answer

3B.1 *ASX security code & description N/A

3B.2 *Number of +securities to be quoted N/A

3B.3a *Will the +securities to be quoted rank

equally in all respects from their issue date

with the existing issued +securities in that

class?

N/A

3B.3b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3B.3a is

“No”.

N/A

3B.3c *Provide the actual non-ranking end date

Answer this question if your response to Q3B.3a is

“No” and your response to Q3B.3b is “Yes”.

N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 7

3B.3d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3B.3a is

“No” and your response to Q3B.3b is “No”.

N/A

3B.3e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q3B.3a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

N/A

Part 3C – number and type of +securities to be quoted (new class)

where issue has not previously been notified to ASX in an

Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or

transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.

Question

No.

Question Answer

3C.1 *Security description

Tranche No.1 of Series 1462 fully paid fixed

rate subordinated instruments due 13 May

2031

3C.2 *Security type

Select one item from the list that best describes the

securities the subject of this form. This will determine

more detailed questions to be asked about the security

later in this section. Select “ordinary fully or partly paid

shares/units” for stapled securities or CDIs. For

interest rate securities, please select the appropriate

choice from either “Convertible debt securities” or

“Non-convertible debt securities”. Select “Other” for

performance shares/units and performance

options/rights or if the selections available in the list do

not appropriately describe the security being issued.

☐ Ordinary fully or partly paid shares/units

☐ Options

☒ +Convertible debt securities

☐ Non-convertible +debt securities

☐ Redeemable preference shares/units

☐ Other



3C.3 ISIN code

Answer this question if you are an entity incorporated

outside Australia and you are seeking quotation of a

new class of securities other than CDIs. See also the

note at the top of this form.

XS2342206591

3C.4 *Number of +securities to be quoted Aggregate principal amount/face value of

EUR 1,000,000,000 issued in denominations

of EUR 100,000 and integral multiples of

EUR 1,000 in excess thereof

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 8

3C.5a *Will all the +securities issued in this class

rank equally in all respects from the issue

date?

Yes.


The fully paid fixed rate subordinated

instruments will rank ahead for payment in

a winding up to holders of ordinary shares

and junior ranking capital instruments.


The fully paid fixed rate subordinated

instruments will rank equal for payment in a

winding up to holders of other subordinated

instruments that have not been converted

or written-off and equal ranking

instruments.


The fully paid fixed rate subordinated

instruments will rank behind for payment in

a winding up to senior creditors.


However, the ranking of the fully paid fixed

rate subordinated instruments will be

adversely affected if a Non-Viability Trigger

Event (as defined in the Information

Memorandum dated 11 November 2020)

occurs.

3C.5b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3C.5a is

“No”.

N/A

3C.5c *Provide the actual non-ranking end date

Answer this question if your response to Q3C.5a is

“No” and your response to Q3C.5b is “Yes”.

N/A

3C.5d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3C.5a is

“No” and your response to Q3C.5b is “No”.

N/A

3C.5e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q3C.5a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 9

3C.6 Please attach a document or provide a URL

link for a document lodged with ASX setting

out the material terms of the +securities to

be quoted

You may cross-reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.

See the Information Memorandum dated 11

November 2020, released to the ASX

Market Announcements Platform on the

same date,

(https://www.westpac.com.au/content/dam/

public/wbc/documents/pdf/aw/ic/WBC_EMT

N_Information_Memorandum_Subordinate

d_dated_11_November_2020.pdf) and the

attached Pricing Supplement dated 11 May

2021

3C.7 *Have you received confirmation from ASX

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is “No” and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.

N/A

3C.8

*Provide a distribution schedule for the new +securities according to the categories set out

in the left hand column – including the number of recipients and the total percentage of the

new +securities held by the recipients in each category.

Number of +securities held Number of holders Total percentage of

+securities held

1 – 1,000 N/A N/A

1,001 – 5,000 N/A N/A

5,001 – 10,000 N/A N/A

10,001 – 100,000 N/A N/A

100,001 and over N/A N/A

Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not

have to answer this question) and the securities to be quoted have already been issued.

Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to

ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new

+securities received by each of those recipients, and a distribution schedule for the securities when they are

issued.

3C.9a Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

*+Security currency

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.

N/A

*Will there be CDIs issued over the

+securities?

N/A

*CDI ratio

Answer this question if you answered “Yes” to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security

whereas 1:4 means 1 CDI represents 4 underlying

securities).

N/A

*Is it a partly paid class of +security? N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 10

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the

previous question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to

be called amount on any security considered ‘partly

paid’.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then

the paid up and unpaid amount per security in AUD).

N/A

*Is it a stapled +security?

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.

N/A

3C.9b Option details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

*+Security currency

This is the currency in which the exercise price is

payable.

N/A

*Exercise price

The price at which each option can be exercised and

convert into the underlying security.

The exercise price should be provided per the

security currency (i.e. if the security currency is AUD,

the exercise price should be expressed in AUD).

N/A

*Expiry date

The date on which the options expire or terminate.

N/A

*Details of the number and type of

+security (including its ASX security code

if the +security is quoted on ASX) that will

be issued if an option is exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert “One fully paid ordinary share

(ASX:ABC)”.

N/A

3C.9c Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

3C.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities” for further information on certain terms used in this section

*Type of +security

Select one item from the list

☐ Simple corporate bond

☐ Non-convertible note or bond

☒ Convertible note or bond

☐ Preference share/unit

☐ Capital note

☐ Hybrid security

☐ Other


*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.

Euro (EUR)

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 11

Face value

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the

face value per security in AUD).

Aggregate value of amount/face value of

EUR1,000,000,000


*Interest rate type

Select one item from the list

Select the appropriate interest rate type per the terms

of the security. Definitions for each type are provided

in the Guide to the Naming Conventions and Security

Descriptions for ASX Quoted Debt and Hybrid

Securities

☒ Fixed rate

☐ Floating rate

☐ Indexed rate

☐ Variable rate

☐ Zero coupon/no interest

☐ Other


N/A

Frequency of coupon/interest payments

per year

Select one item from the list.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☒ Annual

☐ No coupon/interest payments

☐ Other



First interest payment date

A response is not required if you have selected “No

coupon/interest payments” in response to the

question above on the frequency of coupon/interest

payments

13 May 2022

Interest rate per annum

Answer this question if the interest rate type is fixed.

0.766 per cent per annum from and

including the Issue Date up to but excluding

the Optional Redemption Date.


If the subordinated instruments are not

redeemed, purchased and cancelled,

Written-Off or Converted by the Issuer by

the Optional Redemption Date, the rate of

interest payable annually in arrear for the

period from and including the Optional

Redemption Date to but excluding the

Maturity Date shall reset to a fixed rate per

annum equal to the prevailing 5-year EUR

mid-market swap rate appearing on

Bloomberg page “EUAMDB05 Index”, as

determined by the Calculation Agent (at

11.00am Frankfurt time) on the Reset

Determination Date; plus the spread of 1.05

per cent.


*Is the interest rate per annum estimated

at this time?

Answer this question if the interest rate type is fixed.

No

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 12

If the interest rate per annum is estimated,

then what is the date for this information to

be announced to the market (if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this

time.

N/A

*Does the interest rate include a reference

rate, base rate or market rate (e.g. BBSW

or CPI)?

Answer this question if the interest rate type is

floating or indexed.

N/A

*What is the reference rate, base rate or

market rate?

Answer this question if the interest rate type is

floating or indexed and your response to the previous

question is “Yes”.

N/A

*Does the interest rate include a margin

above the reference rate, base rate or

market rate?

Answer this question if the interest rate type is

floating or indexed.

N/A

*What is the margin above the reference

rate, base rate or market rate (expressed

as a percent per annum)

Answer this question if the interest rate type is

floating or indexed and your response to the previous

question is “Yes”.

N/A


*S128F of the Income Tax Assessment

Act status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

• “Not applicable” means s128F is not applicable to

this security

☒ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable



*Is the +security perpetual (i.e. no maturity

date)?

No

*Maturity date

Answer this question if the security is not perpetual

13 May 2031

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 13

*Select other features applicable to the

+security

Up to 4 features can be selected. Further information

is available in the Guide to the Naming Conventions

and Security Descriptions for ASX Quoted Debt and

Hybrid Securities.

☐ Simple

☒ Subordinated

☐ Secured

☐ Converting

☒ Convertible

☐ Transformable

☐ Exchangeable

☐ Cumulative

☐ Non-Cumulative

☒ Redeemable

☐ Extendable

☒ Reset

☐ Step-Down

☐ Step-Up

☐ Stapled

☐ None of the above

*Is there a first trigger date on which a

right of conversion, redemption, call or put

can be exercised (whichever is first)?

Yes



*If yes, what is the first trigger date

Answer this question if your response to the previous

question is “Yes”.

Conversion of all or some of the fully paid

fixed rate subordinated instruments may be

required upon a Non-Viability Trigger Event

(as that term is defined in the Information

Memorandum dated 11 November 2020)

occurring. If conversion does not occur

within 5 ASX Business Days after a Non-

Viability Trigger Event, such notes, or a

percentage of the outstanding principal

amount of such notes to be converted, will

immediately and irrevocably be written-off

and terminated.

Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the +securities to be quoted are

converted, transformed or exchanged

Answer this question if the security features include

“converting”, “convertible”, “transformable” or

“exchangeable”.

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security

code ABC, please insert “1,000 fully paid ordinary

shares (ASX:ABC)”.

If converted, the fully paid fixed rate

subordinated instruments will convert into

ordinary shares according to the following

formula:


Outstanding Principal Amount (translated

into Australian dollars) / (P x VWAP)


Where:


Outstanding Principal Amount has the

meaning given to it in Conditions 1.1 and

6.13 of the Information Memorandum dated

11 November 2020.

P means 0.99.

VWAP means the VWAP during 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.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 14

Part 4 – Issue details

Question

No.

Question Answer

4.1 *Have the +securities to be quoted been

issued yet?

No

4.1a *What was their date of issue?

Answer this question if your response to Q4.1 is

“Yes”.

N/A

4.1b *What is their proposed date of issue?

Answer this question if your response to Q4.1 is “No”.

13 May 2021

4.2

*Are the +securities to be quoted being

issued for a cash consideration?

If the securities are being issued for nil cash

consideration, answer this question “No”.

Yes

4.2a *In what currency is the cash consideration

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is

“Yes”.

EUR

4.2b *What is the issue price per +security

Answer this question if your response to Q4.2 is “Yes”

and by reference to the issue currency provided in

your response to Q4.2a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q4.2 as “No” and complete Q4.2c and Q4.2d.

Aggregate principal amount/face value of

EUR 1,000,000,000 issued in

denominations of EUR 100,000 and integral

multiples of EUR 1,000 inexcess thereof

4.2c Please describe the consideration being

provided for the +securities to be quoted

Answer this question if your response to Q4.2 is “No”.

N/A

4.2d

Please provide an estimate (in AUD) of the

value of the consideration being provided

per +security for the +securities to be

quoted

Answer this question if your response to Q4.2 is “No”.

N/A

4.3 Any other information the entity wishes to

provide about the issue

N/A

Part 5 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity

will comprise:

Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the

entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by

the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and

include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).

Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the

escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

5.1 *Quoted +securities (total number of each +class of +securities quoted on ASX following

the +quotation of the +securities the subject of this application)

ASX security code and description Total number of +securities on

issue

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 15

WBC (Fully Paid Ordinary Shares) 3,668,591,808


WBCHBN (Series 2015-20 Fully Paid Senior

Fixed Rate Medium Term Notes)

4,250

WBCHBP (Series 2016-1 Fully Paid

Subordinated Floating Rate Medium Term

Notes)

7,000

WBCHBR (Series 2016-3 Fully Paid Senior

Fixed Rate Medium Term Notes)

5,000

WBCHBS (Series 2016-4 Fully Paid Senior

Floating Rate Medium Term Notes)

21,000

WBCHBX (Series 2017-1 Fully Paid Senior

Floating Rate Medium Term Notes)

23,500

WBCHBY (Series 2017-2 Fully Paid Senior

Fixed Rate Medium Term Notes)

2,500

WBCHCC (Series 2017-5 Fully Paid Senior

Floating Rate Medium Term Notes)

23,750

WBCHCD (Series 2017-6 Fully Paid Senior

Fixed Rate Medium Term Notes)

3,000

WBCHCF (Series 2018-1 Fully Paid

Subordinated Floating Rate Medium Term

Notes)

2,500

WBCHCH (Series 2018-2 Fully Paid Senior

Floating Rate Medium Term Notes)

23,500

WBCHCI (Series 2018-3 Fully Paid Senior Fixed

Rate Medium Term Notes)

2,500

WBCHCJ (Series 2018-4 Fully Paid Senior Fixed

Rate Medium Term Notes)

500

WBCHCK (Series 2018-5 Fully Paid

Subordinated Floating Rate Medium Term

Notes)

7,250

WBCHCL (Series 2018-6 Fully Paid Senior Fixed

Rate Medium Term Notes)

500

WBCHCN (Series 2018-8 Fully Paid Senior

Floating Rate Medium Term Notes)

15,000

WBCHCO (Series 2018-9 Fully Paid Senior

Fixed Rate Medium Term Notes)

3,000

WBCHCP (Series 2018-10 Fully Paid Senior

Floating Rate Medium Term Notes)

24,500

WBCHCQ (Series 2019-1 Fully Paid Senior

Fixed Rate Medium Term Notes)

400

WBCHCR (Series 2019-2 Fully Paid Senior

Floating Rate Medium Term Notes)

19,000

WBCHCS (Series 2019-3 Fully Paid Senior

Fixed Rate Medium Term Notes)

3,500

WBCHCT (Series 2019-4 Fully Paid Senior

Floating Rate Medium Term Notes)

15,000

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 16

WBCHCU (Series 2019-5 Fully Paid Senior

Floating Rate Medium Term Notes)

17,000

WBCHCV (Series 2019-6 Fully Paid Senior

Fixed Rate Medium Term Notes)

3,000

WBCHCW (Series 2019-7 Fully Paid

Subordinated Floating Rate Medium Term

Notes)

10,000

WBCHCY (Series 2020-1 Fully Paid Senior

Floating Rate Medium Term Notes)

428

WBCHCZ (Series 2020-2 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCHDA (Series 2020-3 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCHDB (Series 2020-4 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCHDC (Series 2020-5 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCHDD (Series 2020-6 Fully Paid Senior

Floating Rate Medium Term Notes)

1,000

WBCHDE (Series 2020-7 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCPE (Westpac Capital Notes 2) 13,105,705

WBCPF (Westpac Capital Notes 3) 4,584,547

WBCPG (Westpac Capital Notes 4) 17,020,534

WBCPH (Westpac Capital Notes 5) 16,903,383

WBCPI (Westpac Capital Notes 6) 14,230,580

WBCPJ (Westpac Capital Notes 7) 17,229,363

WBCHBH (Series 1187 AUD350,000,000 Fixed Rate Subordinated Instruments) –

due March 2027

WBCHBK (Series 1198 SGD325,000,000 Fixed Rate Subordinated Instruments) –

due August 2027

WBCHBO (Series 1227 USD100,000,000 Fixed Rate Subordinated Instruments) –

due February 2046

WBCHBT (Series 1267 JPY10,000,000,000 Fixed Rate Subordinated Instruments) – due

June 2026

WBCHBU (Series 1269 AUD175,000,000 Fixed Rate Subordinated Instruments) –

due June 2028

WBCHBZ (Series 1331 HKD600,000,000 Fixed Rate Subordinated Instruments) –

due July 2027

WBCHCA (Series 1333 AUD350,000,000 Fixed Rate Subordinated Instruments) –

due August 2029

WBCHCE (Series 1361 AUD185,000,000 Fixed Rate Subordinated Instruments) –

due February 2048

WBCHCG (Series 1371 AUD130,000,000 Fixed Rate Subordinated Instruments) –

due March 2048

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 17

WBCHDF (Series 1462 EUR1,000,000,000 Fixed Rate Subordinated Instruments) – due

May 2031


5.2 *Unquoted +securities (total number of each +class of +securities issued but not quoted

on ASX):

ASX security code and description Total number of +securities on issue

Westpac Performance Plan


Westpac Long Term Variable Reward Plan

995,534


3,660,599

USD1.25 billion 5.00% Fixed Rate Resetting Perpetual

Subordinated Contingent Convertible Securities


Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt

Listings do not need to complete this Part) and:

- your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or

- your response to Q2.1 is “Other”.

Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market

in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

Question

No.

Question Answer

6.1 *Has the entity obtained, or is it obtaining,

+security holder approval for the issue

under listing rule 7.1?

N/A

6.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the response to Q6.1 is “Yes”.

N/A

6.1b *Are any of the +securities being issued

without +security holder approval using the

entity’s 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is “No”.

N/A

6.1b.1 *How many +securities are being issued

without +security holder approval using the

entity’s 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is “No”

and the response to Q6.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to

issue that number of securities.

N/A

6.1c *Are any of the +securities being issued

without +security holder approval using the

entity’s additional 10% placement capacity

under listing rule 7.1A (if applicable)?

Answer this question if the response to Q6.1 is “No”.

N/A

6.1c.1

*How many +securities are being issued

without +security holder approval using the

entity’s additional 10% placement capacity

under listing rule 7.1A?

N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 18

Answer this question if the response to Q6.1 is “No”

and the response to Q6.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.

Introduced 01/12/19, amended 31/01/20

EXECUTION VERSION
267708999v .4

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Subordinated Instruments are not intended

to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made

available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor

means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive

2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97,

where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of

Mi FID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as

amended, the “PRIIPs Regulation”) for offering or selling the Subordinated Ins truments or otherwise

making them available to retail investors in the EEA has been prepared and therefore offering or selling the

Subordinated Instruments or otherwise making them available to any retail investor in the EEA may be

unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK 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 United Kingdom (“UK”). For these purposes, a retail investor means a

person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No

2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018

(“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act

2000 (UK) (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU)

2016/97 in the UK, where that customer would not qualify as a professional client, as defined in point (8) of

Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the EUWA. Consequently

no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in

the UK by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Subordinated

Instruments or otherwise making them available to retail investors in the UK has been prepared and

therefore offering or selling the Subordinated Instruments or otherwise making them available to any retail

investor in the UK may be unlawful under the UK PRIIPs Regulati on.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGI BL E

COUNTERPARTI ES ONLY TARGET MARKET – Solely for the purposes of the manufacturer’s product

approval process, the target market assessment in respect of the Subordinated Instruments has led to the

conclusion that: (i) the target market for the Subordinated Instruments is eligible counterparties and

professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Sub ordi nated

Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently

offering, selling or recommending the Subordinated Instruments (a “distributor”) should take into

consideration the manufacturer’s target market assessment; however, a distributor s ubject to MiFID II is

responsible for undertaking its own target market assessment in respect of the Subordinated Ins truments

(by either adopting or refining the manufacturer’s target m arket assessment) and determining appropriate

distribution channels.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGI BL E

COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of each manufacturers’ product

approval process, the target market assessment in respect of the Subordinated Instruments has led to the

conclusion that: (i) the target market for the Subordinated Instruments is only eligible counterparties, as defined

in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in

Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA (“UK MiFIR”);

and (ii) all channels for distribution of the Subordinated Instruments to eligible counterparties and professional

clients are appropriate. Any person subsequently offering, selling or recommending the Subordinated

Instruments (a “distributor”) should take into consideration the manufacturers’ target market assessment;

however, a distributor subject to the FCA Handbook Product Intervention and Product Governance

267708999v .4
2

Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target

market assessment in respect of the Subordinated Instruments (by either adopting or refining the

manufacturers’ target market assessment) and determining appropriate distribution channe ls.

NOTIFICATIO N UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF

SINGAPORE – The Subordinated Instruments are prescribed capital markets products (as defined in the

Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products

(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-

N16: Notice on Recommendations on Investment Products).

NOTICE TO CANADIAN INVESTORS: No prospectus has been filed with any securities com mission or

similar regulatory authority in Canada in connection with the offer and sale of the Subordinated Instruments.

No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon

the Information Memorandum or this Pricing Supplement (collectively, the “Offering Documents”) or on the

merits of the Subordinated Instruments and any representation to the contrary is an offence. The offer and

sale of the Subordinated Instruments in Canada is being made on a private placement basis only and is

exempt from the requirement that the Issuer prepares and files a prospectus under applicable Canadian

securities laws. Securities legislation in certain provinces of Canada may provide a purchaser with remedies

for rescission or damages if the Information Memorandum (including any amendment thereto) or this Pricing

Supplement contains a misrepresentation, provided that the remedies for rescission or damages are

exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s

province. The purchaser should refer to any applicable provisions of the securities legislation of the

purchaser’s province for particulars of these rights or consult with a legal advisor. Upon receipt of this

document, each Canadian purchaser hereby confirms that it has expressly requested that all documents

evidencing or relating in any way to the sale of the securities described herein (including for greater certainty

any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce

document, chaque acheteur canadien confirme par les présentes qu’il a expressément exigé que tous les

documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières

décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient

rédigés en anglais seulement.

THIS PRICING SUPPLEMENT HAS BEEN ISSUED IN RESPECT OF INSTRUMENTS WHICH ARE NOT

ADMITTED TO THE OFFICIAL LIST OF THE UK FINANCIAL CONDUCT AUTHORITY OR TO ANY

OTHER EUROPEAN ECONOMIC AREA REGULATED MARKET OR OFFERED TO THE PUBLIC IN THE

EUROPEAN ECONOMIC AREA FOR THE PURPOSES OF THE REGULATION (EU) 2017/1129 (AS

AMENDED) (THE “PROSPECTUS REGULATION”) . THIS PRICING SUPPLEMENT HAS NOT BEEN

REVIEWED OR APPROVED BY THE UK FINANCIAL CONDUCT AUTHORITY AND DOES NOT

CONSITUTE A BASE PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION.

267708999v .4
3

PRICING SUPPLEMENT

Series No.: 1462

Tranche No.: 1

W ES TPAC BANKING CORPORATION ABN 33 007 457 141

Programme for the Issuance of Debt Instruments

Issue of

EUR1,000,000,000

Fixed Rate Subordinated Instruments due 13 May 2031

by Westpac Banking Corporation

Legal Entity Identifier (LEI): EN5TNI6CI43VEPAMHL14

This document constitutes the Pricing Supplement relating to the issue of Subordinated Instruments

described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms

and Conditions (the “Conditions”) set forth in the Information Memorandum dated 11 November 2020, as

supplemented (the “Information Memorandum”). This Pricing Supplement must be read in conjunction

with the Information Memorandum.

Full information on the Issuer and the Subordinated Instruments described herein is only available on the

basis of a combination of this Pricing Supplement and the Information Memorandum. The Information

Memorandum is available for viewing at Camomile Court, 23 Camomile Street, London EC3A 7LL, United

Kingdom and copies may be obtained from the Specified Offices of the Paying Agents.

Part A: Contractual Terms

The Subordinated Instruments being purchased have the following terms:

1 Issuer :

Westpac Banking Corporation, acting through its

head office

2 Date of Board Approval of the Issuer :

Not applicable, save as discussed in Section 2 of

the “General Information” section of the

Information Memorandum

3 Status : Subordinated

The primary method of loss absorption is

Conversion, subject to possible Write-off in

accordance with Condition 5.3.

For the purposes of:

267708999v .4
4

•Condition 6.1, the formula to be used for

calculating the Conversion Number, P is

0.99; and

•Condition 6.10(b), the Clearing System

Cut-off Date is 10 Busin ess D a ys p rior to

the Non-Viability Trigger Event Date.

4 Specified C u r re ncy:

(i) of denominatio

n

(ii) of payment

:

:

Eu

ro (“EUR”)

EUR

5 Aggregate Principal Amount of Tranche : EUR1,000,000,000

6 Aggregate Principal Amount of Series : EUR1,000,000,000

7

If interchangeable with existing Series,

Series No.

: Not applicable

8 Issue Date : 13 May 2021

9 Interest Commencement Date : Issue Date

10 Iss ue Price :

100 per cent. of the Aggregate Principal Amount

of Tranche

11 Maturity Date :

13 May 2031, subject to adjustment in

accordance with the Business Day Convention

specified at paragraph 21(vii)

12 Total Expenses related to admission to

trading

: Not applicable

13 Form of Subordinated Instruments: : Bearer

(i) Initially represented by a Temporary

Global Instrument or Permanent

Global Instrument

:

Temporary Global Instrument

(ii) Temporary Global Instrument

exchangeable for a Permanent

Global Instrument or for Definitive

Subordinated Ins truments

:

Yes. The Exchange Date shall be no earlier than

40 days after the Issue Date

267708999v .4
5

(iii) Specify date (if any) from which

exchanges for Registered

Subordinated Instruments will be

made:

Not applicable

(i v)Permanent Global Instrument

exchangeable at the option of the

bearer for Definitive Subordinated

Instruments

:

No. Permanent Global Instruments are only

exchangeable for Definitive Subordinated

Instruments in the limited circumstances set out

in Conditions 2.5(a) and (b)

(v)Talons for future Coupons to be

attached to Definitive Subordinated

Instruments

:

No

14 If issued in registered form: : Not applicable

15 Denomination :

EUR100,000 and integral multiples of EUR1,000

in excess thereof

16 Calculation Amount

EUR1,

000

17 Type of Subordinated Ins trument(s ) : Fixed Rate Reset Subordi nated Ins trumen ts

18 Interest :

0.766 per cent. per annum Fixed Rate subject to

reset to the Reset Rate

(further particulars specified below)

19 Change of interest basis :

Not applicable

20 Fixed Rate Subordinated Ins truments : Not applicable

21 Fixed Rate Reset Subordinated

Instruments Provisions

: Applicable

(i)Initial Rate of Interest: 0.766 per cent. per annum payable annually in

arrear for the period from (and including) the Issue

Date up to (but excluding) the Interest Payment

Date scheduled to fall on 13 May 2026 (the “Early

Redemption Date (Call)”).

(ii )Fi

xed Rate Reset Date(s): Early Redemption Date (Call)

(iii

)Reset Rate(s):

A fixed rate per annum equal to the sum of (i) the

Reset Reference Rate and (ii) the R eset

Reference Rate Spread, payable annually i n

arrear for the period from (and including) the

Early Redemption Date (Call)

up to (but

excluding) the Maturity Date.

(iv )Reset Reference Rate: Mi d-Market Swap Rate

267708999v .4
6

- Mid -Market Swap Rate: The arithmetic mean of the bid and offered rates

for the annual fixed leg (calculated on a 30/360

day count basis) of a fixed-for-floating euro

interes t rate swap transaction which: (i) has a term

of fi ve

years; (ii) is in an amount that is

representative of a single transaction in the

relevant market at the relevant time with an

acknowledged dealer of good credit in the swap

market; and (iii) has a floating leg based on a six-

month EURIBOR (calculated on an Actual/360

day count basis), appearing on the Relevant

Screen Page at the Reset Rate Time on the Reset

Determination Date, as deter

mined by the

Calculation Agent.

- Relevant Screen Page: Bloomberg page “EUAMDB05 Index” (or such

other page as may replace such page on that

service, or such other page as may be determined

by the Calculation Agent for purposes of

displaying comparable rates).

- Reset Reference Rate Spread:

1.05 per cent. per annum, being the difference

between the Initial Rate of Interest and the 5-year

EUR mid-market swap rate of - 0.284 per cent.

per annum determined at the time of pricing on 6

May 2021.

(v)Interest Payment Dates:

13 Ma y of each year commencing on 13 Ma y

2022

up to and including the Maturity Date,

subject to adjustment in accordance with the

Business Day Convention specified at paragraph

21(vii) below

(vi) Interest Period End Date(s):

13 Ma y of each year commencing on 13 Ma y

2022 up to and including 13 May 2031

(vii ) Applicable Business Day Convention

- for Interest Payment Dates:

- for Interest Period End Dates:

- for Maturity Date:

- any other date:

:

Following Business Day Convention

No adjustment

Following Business Day Convention

No adjustment

(viii )Additional Business Centre(s): New York, London and Sydney

For the avoidance of doubt, in addition to the

Additional Business Centres noted above,

TAR GE T Settlement Day is au tomaticall y i n cluded

as an Additional Business Centre for the purpose

of the definition of “Business Day” in Condition 1.1

267708999v .4
7

(ix)Fixed Coupon Amount up to (but

excluding) the Fixed Rate Reset

Date

: EUR7.66 pe r C a l cul ati on Am ount

(x)Broken Am ount(s): Not applicable

(xi )Day Count Fraction: Actual/Actual (ICMA)

(

xii)

R

eset Determination Date(s):

The second Reset Business Day immediately

preceding the Early Redemption Date (Call),

where “Reset Business Day” means 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) and which is a

TARGET Settlement Day.

(

xiii) Reset Rate Time: 11:00 a.m. (Frankfurt tim e)

22 Floating Rate Subordinated Instruments : Not applicable

23

Final Redemption Amount of each

Subordinated Instrument

: EUR1,000 per Calculation Amount

24

Early Redemption at the option of the

Issuer (Call)

:

Condition 8.3 is applicable, but only in respect of

the Interest Payment Date scheduled to fall on 13

May 2026

(i

) Early Redemption Date (Call): Interest Payment Date scheduled to fall on 13 Ma y

2026

(ii) Early Redemption Amount (Call) of

each Subordinated Instrument

: EUR1,000 per Calculation Amount

(

iii) Series redeemable in part: The Issuer may redeem all or some Subordinated

Instruments at its discretion under Condition 8.3

(

i v)Notice period(s): As set out in Condition 8.7

(v)Specify any additional conditions to

exercise of the call option

: Not applicable

25 Early Redemption (Adverse Tax Event)

C

ondition 8.4 is applicable

(i

) Early Redemption Amount (Adverse

Tax Event) of each Subordinated

Instrument

: EUR1,000 per Calculation Amount

(

ii) Series redeemable in part: Not applicable

(

iii) Notice period(s): As set out in Condition 8.7


267708999v .4

8

(i v) Specify any additional conditions to

exercise of option

: Not applicable

26 Early Redemption (Regulatory Event) Condition 8.5 is applicable


(i) Early Redemption Amount

(Regulatory Event) of each

Subordinated Ins trument

: EUR1,000 per Calculation Amount

(ii) Series redeemable in part : Not applicable

(iii) Notice period(s) : As set out in Condition 8.7

(i v) Specify any additional conditions to

exercise of option

: Not applicable

27 Early Termination (Event of Default) : Condition 11 is applicable

Early Termination Amount : EUR1,000 per Calculation Amount

28 Taxation : Condition 10.1 is applicable

29 Other terms and conditions : Not applicable

30 Lead Managers :

Barclays Capital Asia Limited, BNP Paribas,

HSBC Bank plc, Société Générale, UBS AG

London Branch, Westpac Banking Corporation

31 Relevant Dealers : Lead Managers

32 Paying Agent(s) : As set out in the Information Memorandum

33 Calculation Agent : Fiscal Agent

34 Notices : Condition 16 applies

35 U.S. selling restrictions :

Regulation S Category 2 restrictions apply to the

Subordinated Instruments

Not Rule 144A eligible

TEFRA D Rules apply to the Subordinated

Ins trum ents


W ESTPAC BANKING CORPORATION By:

Name:

Date: May 2021

WESTPAC BANKING CORPORATION
By:

[Signature page to Pricing Supplement]

Name: Alexander Bischoff, Head of Balance Sheet Management and Global Funding

Date: 11 May 2021


267708999v .4

9

Part B: Other Information

1. Listing : Yes. it is intended that the Subordinated

Instruments will be listed on the Australian

Securities Exchange’s wholesale Interest Rate

Securities Market.


2. Ratings : S&P Global Ratings Australia Pty Lim ited: BBB+

Moody’s Investors Service Pty Limited: Baa1( h yb )

Neither S&P Global Ratings Australia Pty Limited

nor Moody’s Investors Service Pty Limited is

established in the European Union or has applied

for

registration under Regulation (EU) No.

1060/2009, as amended (the “CRA Regulation”).

However, S&P Global Ratings Australia Pty

Limited is endorsed by S&P Global Ratings

Europe Limited and Moody’s Investors Service Pty

Limited is endorsed by Moody’s Deutschland

GmbH. S&P Global Ratings Europe Limited and

Moody’s Deutschland GmbH are both established

in the European Union and registered under the

CRA Regulation.

Neither S&P Global Ratings Australia Pty Limited

nor Moody’s Investors Service Pty Limited is

established in the United Kingdom or has applied

for registration under Regulation (EC) No.

1060/2009 as it forms part of domestic law of the

United Kingdom by virtue of the European Union

(Withdrawal) Act 2018 (the “

UK CRA

Regulation”). However, S&P Global R atings

Australia Pty Limited is endorsed by S&P Global

Ratings UK Limited and Moody’

s Investors

Service Pty Limited is endorsed by Moody’s

Inves tors Service Limited. S&P Global Ratings UK

Limited and Moody’

s Investors Service Limited are

both established in the United Kingdom and

registered under the UK CRA Regulation.


3. Interests of natural and legal persons

involved in the issue

:

Save as discussed in the “Subscription and Sale”

section of the Information Memorandum, so far as

the Issuer is aware, no person involved in the offer

of the Subordinated Instruments has an interest


267708999v .4

10

material to the offer.

4. Reasons for the offer

Reasons for the offer and use of proceeds : The net proceeds of the issue of the Subordinated

Instruments will be used as described in Annex 2

to this Pricing Supplement.

5. Operational Information

(i) ISIN : XS2342206591

(ii) Common Code : 234220659

(iii) CFI : DTFUFB

(i v) FISN : WESTPAC BANKING/1EMTN 20310513

(v) Common Depository/Lodging Agent : The Bank of New York Mellon


(vi ) Any Clearing System other than

Euroclear and Clearstream,

Luxembourg

: Not applicable

(vii) CMU Service Ins trument Number: Not applicable

(viii) Settlement procedures

Customary medium term note settlement and

payment procedures apply

6. Other

(i) Dis tribution of Inform ation

Memorandum

: See pages 1 to 4 and the “Subscription and Sale”

section of the Information Memorandum

(ii) Other selling restrictions : See the “Subscription and Sale” section of the

Information Memorandum; and

Canada

In Canada, the Subordinated Ins truments may

only be sold in each of the provinces of C a nada,

other than Prince Edward Island, to purchasers

who are, or who are deemed to be (i) pu rchasing,

as principal,

in accordance with Canadian

securities laws, for investment only and not with a

view to resale or redistribution, (ii) accredited

investors, as defined in National Instrument 45-

106 Prospectus Exemptions or subsection 73.3(1)

of the Securities Act (Ontario), and (iii) permitted

clients, as defined in section 1.1 of N ati onal

Instrument 31-103 Registration Requirements,

Exemptions and Ongoing Registrant Obligations.


267708999v .4

11

Any resale of the Subordinated Ins truments must

be made in accordance with an exemption from,

or in a transaction not subject to, the prospectus

requirements of applicable securities laws.

Westpac Banking Corporation will not be

acting as an underwriter in connection with

any distribution of the securities described

herein in Canada.


(iii) Stabilisation Manager : Not applicable

(i v) Other amendments : Applicable

See Annex 1 and 2 to this Pricing Supplement. For

the avoidance of doubt:

(a) a failure by the Issuer to comply with the

Climate Bonds Standard;

(b) a failure by the Issuer to u s e an amount

equal to the net proceeds of the issue of

the Subordinated Instruments to finance

or refinance Nominated Projects;

(c) a failure by the Issuer to obtain and

provide annual reports from a third-pa rty

assurance provider or to provide periodic

impact reports; or

(d) any revision or withdrawal of any opinion,

assurance or certification of the

Subordinated Instruments or any periodic

report,


will not constitute an Event of Default under the

Conditions of the Subordinated Instrum ents or

require the early repayment of the Subordinated

Ins trum ents.


.


(v) Additional disclosure :

Please see Annex 1 and Annex 2 to this Pricing

Supplement.



267708999v .4

12

ANNEX 1 TO THE PRICING SUPPLEMENT

Financial information: incorporation by reference of Interim Financial Report

On 3 May 2021,

Westpac released its Interim Financial Report containing the unaudited consolidated

interim financial statements (including the auditor’s review report thereon and the notes thereto) as at

and for the six-month period ended 31 March 2021, as set out on pages 98 to 134 (inclusive) of the

Interim Financial Report. By virtue of this Pricing Supplement, pages 98 to 134 (inclusive) of the Interim

Financial Report are incorporated in and form part of this Pricing Supplement, and are thereby

incorporated in and form part of the Information Memorandum.

Any information in the Interim Financial Report which is not incorporated in and does not form part of

this Pricing Supplement and therefore is not incorporated in and does not form part of the Information

Memorandum is not relevant for investors or is contained elsewhere in the Information Memorandum.

Addition to Significant Developments

The Significant Developments set out on pages 170 – 181 of the Information Memorandum are, for

the purposes of the Subordinated Instruments, amended to include the following:

Westpac acknowledges ASIC proceedings

On 5 May 2021, Westpac acknowledged ASIC’s filing of civil proceedings alleging that

Westpac engaged in insider trading and unconscionable conduct, and had failed to comply

with its Australian Financial Services License obligations.

The allegations relate to interest rate hedging activity undertaken during the course of

Westpac’s involvement in the 2016 Ausgrid privatisation transaction.

Westpac takes these allegations very seriously and is considering its position having just

received the Originating Application and Concise Statement of Claim.

Additions to risk factors

The Risk Factor entitled “Certain strategic decisions may have adverse effects on Westpac's

business” shall be amended for the purposes of the Subordinated Instruments by the addition of the

following paragraph, at page 35 of the Information Memorandum, immediately prior to the paragraph

which reads “There are also risk s 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 mark et share and placing pressure on margins and

fees.”:

If the Westpac Group decides to pursue the demerger of its New Zealand business there is

a risk that the demerger does not proceed due to a range of factors including it not being

approved by shareholders, regulators or the Court and, if it did occur, a number or risks could

arise including that the combined market value of the two entities could be less than the

market value of Westpac before the demerger, a loss of diversification benefits, a loss of

customers, increased costs from separating the businesses, changes in regulatory capital

l e vels for both the Westpac Group and WNZL and it is likely that credit ratings for WNZL


267708999v .4

13

would be negatively impacted due to the removal of implicit financial support by the Westpac

Group which could increase borrowing costs and impact liquidity levels.

The Risk Factors set out on pages 15 – 57 of the Information Memorandum are, for the purposes of

the Subordinated Instruments, amended to include the following:

There can be no assurance by the Issuer or any Manager that the use of an amount

equal to the net proceeds of the i ssu e of the Subordinated Instruments will be suitable

for the investment criteria of an investor

Prospective investors in the Subordinated Instruments should refer to the information set forth

under Annex 2 to this Pricing Supplement and make such other investigation such investor

deems necessary in order to determine the suitability of an investment in the Subordinated

Instruments. The use of an amount equal to the net proceeds of the issue of the Subordinated

Ins truments, to finance or refinance any Nominated Projects (as defined in Annex 2 to this

Pricing Supplement) may not satisfy, either in whole or in part, any present or future investor

expectations or requirements with respect to any investment criteria or guidelines with which

that investor or its investments are required to comply, whether by any present or future

applicable law or regulation or by its own governing documents or investment portfolio

mandates, in particular with regard to any direct or indirect environmental, sustainability or

social impact of any projects or uses, that are the subject of or related to the relevant

Nominated Projects. Furthermore, there is currently no clear definition (legal, regulatory or

otherwise) of, or market consensus as to what constitutes, a “green”, “environmentally

sustainable”, “social”, “ climate change solution” or equivalently-labelled project or as to the

attributes that are required for a particular project to be defined as such. A clear definition or

consensus may not develop over time. The Issuer has a Green Bond Framework relating to

its commitment to invest in “climate change solutions” and equivalently-labelled projects,

however, the Issuer may revise or terminate that framework at any time. Accordingly, projects

or uses that are the subject of, or related to, any of the Nominated Projects may not meet any

or all investor expectations with respect to “green”, “environmentally sustainable”, “social”,

“climate change solution” or other equivalently-labelled performance objectives. Adverse

environmental, social and/or other impacts may occur during the implementation of the

projects or uses that are the subject of, or related to, any Nominated Projects or the projects

or uses may become controversial or criticised by activist groups or other stakeholders.

Pending allocation of the net proceeds of the issue of the Subordinated Instruments to finance

or refinance, in whole or in part, one or more Nominated Projects, or in the event that the value

of all available Nominated Projects falls below the amount of the net proceeds of all Green

Bonds on issue, including the issue of the Subordinated Instruments, the Issuer will invest an

amount equal to the balance of those net proceeds in investment instruments that are c ash or

cash equivalent instruments. The investment of those net proceeds may not satisfy, either in

whole or in part, any present or future investor expectations or requirements with respect to

any investment criteria or guidelines with which that investor or its investments are required

to comply, whether by any present or future applicable law or regulation or by its own

governing documents or investment portfolio mandates.

The Subordinated Instruments may not comply, or continue to comply, with the Climate

Bonds Standard and the Issuer has no contractual obligation to the Holders of any

Subordinated Instruments to maintain such compliance


267708999v .4

14

No assurance or representation can be given by the Issuer or any Manager as to the ability of

the Subordinated Instruments to comply, or to continue to comply, with the Climate Bonds

Standard (as described in Annex 2 to this Pricing Supplement) (including in circumstances

where the Issuer is unable to find any Nominated Projects or the dollar value of all available

Nominated Projects falls below the amount of the net proceeds of all Green Bonds on issue,

including the issue of the Subordinated Instruments), or as to the suitability or reliability of any

report provided by a third-party assurance provider. In addition, although Climate Bonds

Standard (version 3.0) aligns with the 2018 update of the Green Bond Principles published by

the International Capital Markets Association, the Climate Bonds Standard may not align with

any subsequent updates of the Green Bond Principles.

Furthermore, the Issuer is not contractually obliged to the Holders of the Subordinated

Instruments to use an amount equal to the net proceeds of the issue of the Subordinated

Instruments, to finance or refinance, in whole or in part, one or more Nominated Projects or to

comply with the Climate Bonds Standard, nor is it under any contractual obligation to obtain

or provide annual reports from a third-party assurance provider or to provide periodic impact

reports as described in Annex 2 to this Pricing Supplement. A failure by the Issuer to comply

with the Climate Bonds Standard, including a failure by the Issuer to use an amount equal to

the net proceeds of the issue of the Subordinated Instruments, to finance or refinance

Nominated Projects, a failure by the Issuer to obtain and provide annual reports from a third-

party assurance provider or to provide periodic impact reports or any revision or withdrawal of

any opinion, assurance or certification of the Subordinated Instruments or any periodic report

will not constitute an Event of Default under the Conditions of the Subordinated Instruments

or require early repayment of the Subordinated Instruments. Any such failure may have an

adverse effect on the value of the Subordinated Instruments or result in adverse

consequences for investors, particularly those investors with portfolio mandates to invest in

instruments the proceeds of which are to be used for a particular purpose.



267708999v .4

15

ANNEX 2 TO THE PRICING SUPPLEMENT

The Use of Proceeds section set out on page 164 of the Information Memorandum is, for the purposes

of the Subordinated Instruments, deleted and replaced with the following:

“The Issuer expects to use the net proceeds of the issue of the Subordinated Ins truments, to finance

or refinance, in whole or in part, Nominated Projects (as defined below) that meet the process for

evaluation and selection in accordance with the Issuer's “Westpac Green Bond Framework” dated


May 2021 and that fall into investment areas set forth in the Climate Bonds Standard. Such

Subordinated Instruments may also be referred to as “Green Bonds”.

Eligible Projects and Assets

Only bonds, including the Subordinated Instruments, the net proceeds of which are used to finance or

refinance, in whole or in part, projects and assets that qualify “Eligible Projects and Assets” under the

terms of the Climate Bonds Standard (as described below), can be referred to as Green Bonds.

The Climate Bonds Initiative (the “CBI”) is an international not-for -profit organisation which was

launched in December 2009. As part of its stated aim to promote large-scale investments that will

deliver a global low-carbon economy, CBI developed eligibility criteria for certain bonds known as the

Climate Bonds Standard.

“Eligible Projects and Assets” are projects or physical assets, or indebtedness incurred to finance

such projects or physical assets that contribute to the delivery of a low-carbon economy and satisfy

the prescribed eligibility criteria within the terms of the Climate Bonds Standard and Sector E ligibility

Criteria published by the CBI. The Eligible Projects and Assets with which the Subordinated

Instruments are associated, are defined as the “Nominated Projects”. These Nominated P roj ects are

determined by the Issuer (in its absolute discretion). The Nominated Projects as at 30 September 2020

are detailed in the Issuer’s Green Bond Impact Report dated May 2021 (the “Impact Report”).

Eligible Projects and Assets, as at the date of this Pricing Supplement, are aligned to the Green Bond

Principles categories below:

SDG

Alignment

Green Bond Principles Category and Corresponding Eligibility

Criteria

Renewable energy and energy efficiency



 Construction, operation and maintenance of renewable energy, including

solar, wind and hydropower.

1


 Construction, operation and maintenance of transmission lines, smart grids

and energy storage systems and facilities.

Clean transportation



 Construction, operation and maintenance of clean transportation

infrastructure and assets, including public transportation rolling stock (light

passenger rail and electrified buses), networks

and stations.

 Improvements, upgrades and expansion of clean transportation

infrastructure.

Green buildings



 Construction or operation of energy efficient commercial buildings with

minimum 5-star NABERS rating or equivalent under other national or

international energy performance rating agency.

2



1


Limited to maximum capacity of 25MW

2


For green bond certification requirement under the CBI Standard, the requirement is for the building to be below the city

emissions performance benchmark. This emission footprint baseline of the city represents the top 15% for carbon intensity

(kg CO 2-e/m2).


267708999v .4

16

 Retrofit and renovation of commercial buildings with the purpose of

improved energy efficiency (eg. LED lighting, thermal insulation, heating

and cooling systems) that result in at least 30% energy efficiency savings.

 Construction of new or refurbished residential properties that meet the

Climate Bonds Standard criteria for Australian low carbon residential

buildings.

3


Sustainable water and waste water management




 Construction, operation and maintenance of sustainable water treatment

infrastructure, including clean drinking water and waste treatment systems.

 Activities which improve water quality, distribution efficiency and

conservation, including engineered water infrastructure for flood defence

and drought resilience.

Pollution prevention and control



 Construction, operation and maintenance of sustainable waste

management and prevention including recycling for metals, plastic and

paper or composting, source reduction and treatment to divert waste from

landfill.

Environmentally sustainable management of living natural resources and land use



 Management and operation of plantation and natural forests as certified

under the Forest Stewardship Council (FSC) framework.

 Production facilities incorporating efficient pulping processes.


In addition, the Green Bond Principles are a set of voluntary guidelines published by the International

Capital Markets Association for the issuance of green bonds. The Green Bond Principles are

coordinated by a committee of issuers, investors and intermediaries in the green bond market and are

intended to promote integrity in the green bond market through guidelines that recommend

transparency, disclosure and reporting. The Green Bond Principles have four components: (i) use of

proceeds for qualifying projects with environmentally sustainable benefits, (ii) disclosure and use of a

process for project evaluation and selection, (iii) management of proceeds through a formal process

to ensure they are allocated to qualifying projects and (iv) reporting on the allocation of such proceeds,

including on the projects for which funds have been used and their expected environmental impact.

The latest version of the Climate Bonds Standard (version 3.0) aligns with the 2018 update of the

Green Bond Principles.

Project Evaluation and Selection

The Nominated Projects are identified and selected via a Sustainable Finance Working Group,

comprised of participants from various functional areas within the Issuer including the Corporate and

Institutional Bank group, Sustainable Finance group and Group Treasury. The Sustainable Finance

Working Group evaluates and determines project eligibility against the prescribed eligibility criteria

under the terms of the Climate Bonds Standard.

Management of Proceeds

The Issuer intends to use an amount equal to the net proceeds of the issue of the Subordinated

Instruments to finance or refinance, in whole or in part, the Nominated Projects. For so long as the

Subordinated Instruments are outstanding, the Issuer’s internal records will show an amount equal to

the net proceeds of the issue of the Subordinated Instruments as allocated to the assets that the Issuer

classifies as Nominated Projects.

Pending allocation of an amount equal to the net proceeds of the issue of the Subordinated

Instruments to finance or refinance, in whole or in part, the Nominated Projects, or in the event that


3

The residential buildings criteria leverage local building codes and energy ratings/labels as a proxy for the carbon emissions

performance of the top 15% of residential buildings in a city


267708999v .4

17

the value of all available Nominated Projects falls below the amount of the net proceeds of all Green

Bonds on issue, including the issue of the Subordinated Instruments, the Issuer will invest an amount

equal to the balance of such net proceeds in investment instruments that are cash or cash equivalent

instruments.

Payment of principal and interest on the Subordinated Instruments will be made from the Issuer’s

general funds and will not be directly linked to the performance of the Nominated Projects.

The Issuer will review and update at least on a quarterly basis, the Nominated Projects to which an

amount equal to the net proceeds of the issue of the Subordinated Instruments, is allocated. Any

proceeds allocated to projects that have been sold, prepaid, amortised or otherwise become ineligible

shall be reallocated to other Nominated Projects.

Documents Available

Subject to applicable law, copies of the Green Bond Framework,

Impact Report and third-party

assurance provider’s independent reasonable assurance report (subject to any applicable consent

and confidentiality requirements) and periodic progress reports prepared by the Issuer may be

obtained from the Issuer’s website, at

https://www.westpac.com.au/about-westpac/investor-

centre/fixed-income-investors/green-bonds/. None of these documents or the contents of such

website are incorporated into, or form part of, either this Pricing Supplement or the Information

Memorandum.

Reporting

For so long as the Subordinated Instruments remain outstanding, the Issuer will retain a CBI-approved

third-party assurance provider to perform an assurance engagement in relation to the compliance of

its Green Bond Program, including the Subordinated Instruments, as at the relevant balance date with

the requirements of the Climate Bonds Standard and Sector Eligibility Criteria published by CBI.

Subject to the outcome of the assurance engagement, the third-party assurance provider will prepare

reports, on an annual basis, that will provide a reasonable assurance opinion on the matters referred

to above. The assurance engagement will be conducted in accordance with the Climate Bonds

Standard, as well as the Australian Standard on Assurance Engagements (ASAE3000) A ss urance

Engagements Other than Audits or Reviews of Historical Financial Information and the Australian

Standard on Assurance Engagements (ASAE 3100) Compliance Engagements issued by the Auditing

and Assurance Standards Board. The reports of the third-party assurance provider will be prepared

solely to comply with those Australian standards and not the standards or practices of any jurisdictions

outside Australia, including the United States of America.

Further, for so long as any Subordinated Instruments remain outstanding, the Issuer intends to provide

Holders of Subordinated Instruments with periodic reports, at least on an annual basis, on the use of

proceeds and expected environmental impact of each category of the Nominated Projects.

To the extent that reports of the third-party assurance provider or periodic impact reports are published

on the Issuer’s website, they (together with any other information included on the Issuer’s websi t e) are

not, and should not be deemed to be, a part of the Information Memorandum or this P ri c ing

Supplement. In addition, the Climate Bond Standard is not, and should not be deemed to be, a part of

the Information Memorandum or this Pricing Supplement.

Details of actual Nominated Projects with which Subordinated Instruments may be associated at any

given time may be subject to obligations of confidentiality that would preclude the Issuer from

disclosing t hos e details to Holders of the Subordinated Instruments. Investors should further note that

the Issuer may, at any time and from time to time, change the composition of its Nominated Projects.

Additional Nominated Projects may be added to, or used to substitute or replenish, the portfolio of

Nominated Projects.”

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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