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Issue of Tier 2 Capital – Cleansing Notice

Debt Issuance8 June 2022WBCFinancials

ASX
Release


8 JUNE 2022

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Westpac Banking Corporation (“Westpac”) – issue of JPY26,000,000,000 Fixed Rate

Reset Subordinated Instruments due 8 June 2032 (the “Subordinated Instruments”)

Cleansing notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth)

(“Act”) as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument

2016/71 (“Instrument”)

1. Westpac will issue the Subordinated Instruments on 8 June 2022. Offers of the

Subordinated Instruments do not require disclosure to investors under Part 6D.2 of

the Act.

2. The terms and conditions of the Subordinated Instruments (“Conditions”) are set out

on pages 61 to 157 of the Information Memorandum relating to Westpac’s

Programme for the Issuance of Debt Instruments dated 8 November 2021

(“Information Memorandum”), as supplemented by the Pricing Supplement dated 6

June 2022, the form of which is attached to this notice as Annexure A (“Pricing

Supplement”). The Information Memorandum was released to the Australian

Securities Exchange (“ASX”) on 9 November 2021 and may be viewed at

www.asx.com.au.

3. The Subordinated Instruments are expected to be treated as Tier 2 regulatory capital

under the Basel III capital adequacy framework as implemented in Australia by the

Australian Prudential Regulation Authority (“APRA”).

4. If APRA determines that Westpac is or would become non-viable, the Subordinated

Instruments may be:

(a) Converted into fully paid ordinary shares in the capital of Westpac; or

(b) immediately and irrevocably Written-off (and rights attaching to the

Subordinated Instruments terminated) if for any reason Conversion does not

occur within five ASX Business Days of APRA notifying Westpac of the

determination,

in accordance with the Conditions.

5. In order to enable ordinary shares in the capital of Westpac issued on Conversion to

be sold without disclosure under Chapter 6D of the Act, Westpac has elected to give

this notice under section 708A(12H)(e) of the Act as inserted by the Instrument. The

Conditions and the information in the attached Schedule are included in, and form

part of, this notice.

Level 18, 275 Kent Street

Sydney, NSW, 2000



Page 2

6. Westpac confirms that:

(a) the information in this notice remains current as at today’s date;

(b) this notice complies with section 708A of the Act, as notionally modified by the

Instrument; and

(c) this notice complies with the content requirements of section 708A(12I) of the

Act as inserted by the Instrument.

7. Unless otherwise defined, capitalised expressions used in this notice have the

meanings given to them in the Information Memorandum or Pricing Supplement.


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


NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This market announcement does not constitute an offer to sell or the solicitation of an offer to

buy any securities in the United States or any other jurisdiction. The securities offered have

not been and will not be registered under the U.S. Securities Act of 1933, as amended, and

may not be offered, sold or delivered in the United States or to, or for the account or benefit

of, U.S. persons, except in certain transactions permitted by U.S. tax regulations.


Page 3

SCHEDULE

A. Effect on Westpac of the offer of the Subordinated Instruments

The issuance of the Subordinated Instruments is expected to raise Tier 2 regulatory capital

to satisfy Westpac’s regulatory requirements and maintain the diversity of Westpac’s

sources and types of capital funding.

The proceeds from the issue of the Subordinated Instruments will be used for general

corporate purposes. Those proceeds, less the costs of the issue, will be classified as loan

capital in the financial statements of Westpac. The issue of the Subordinated Instruments

will not have a material impact on Westpac’s financial position.

The proceeds of the issue, less the costs of the issue, are expected to increase Westpac’s

total capital ratio on a Level 2 basis by 0.1%.

B. Rights and liabilities attaching to the Subordinated Instruments

The rights and liabilities attaching to the Subordinated Instruments are set out in the

Conditions as supplemented by the Pricing Supplement.

C. Effect on Westpac of the issue of the ordinary shares if the Subordinated

Instruments are required to be Converted

1


A key feature of APRA’s requirements for Tier 2 regulatory capital instruments is that they

absorb losses at the point of non-viability of the issuer. The Conditions include provisions

that require the Subordinated Instruments to be Converted into ordinary shares in the capital

of Westpac or Written-off on the occurrence of a Non-Viability Trigger Event. A Non-Viability

Trigger Event will occur when APRA notifies Westpac in writing that it believes that relevant

non-viability circumstances (as described in the definition of “Non-Viability Trigger Event” in

the Conditions) subsist, which could occur at any time.

If a Non-Viability Trigger Event occurs and Westpac Converts the Subordinated Instruments

and issues ordinary shares to Holders (as required under the Conditions), the effect of

Conversion on Westpac would be to reduce loan capital by the principal amount, less any

unamortised costs of the issue, of the Subordinated Instruments being Converted and

increase Westpac’s shareholders’ equity (ordinary share capital) by a corresponding

amount. APRA has not provided extensive guidance as to how it would determine

non-viability. Non-viability could be expected to include serious impairment of Westpac’s

financial position and concerns about its capital, funding or liquidity levels and/or insolvency.

APRA has indicated that non-viability is likely to arise prior to insolvency.

The number of ordinary shares issued on Conversion is variable, but is limited to the

Maximum Conversion Number. Limiting the number of ordinary shares which may be issued

to the Maximum Conversion Number means that it is likely that Holders will receive a

number of ordinary shares that have a market value that is significantly less than the

Outstanding Principal Amount of the Subordinated Instruments. The Australian Dollar may

depreciate in value against the Japanese Yen by the time of Conversion. In that case, the

Maximum Conversion Number is more likely to apply.


1

If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Subordinated

Instruments and the issuer of ordinary shares, Subordinated Instruments may be Converted into fully paid ordinary

shares in the capital of an Approved Successor in accordance with the Conditions. This notice also enables ordinary

shares in the capital of an Approved Successor which is a NOHC for the purposes of the Banking Act 1959 (Cth) and the

ultimate holding company of Westpac issued on Conversion to be sold without disclosure under Chapter 6D of the Act.

Refer to the Conditions and the Instrument for further information.


Page 4

The Maximum Conversion Number is calculated based on a VWAP set to reflect 20% of the

Issue Date VWAP. The Maximum Conversion Number may be adjusted to reflect a

consolidation, division or reclassification or pro rata bonus issue, of ordinary shares.

However, no adjustment will be made to it on account of other transactions which may affect

the price of ordinary shares, including for example, rights issues, returns of capital, buy-

backs or special dividends.

The Maximum Conversion Number is 222,046.1249 Westpac ordinary shares per

Subordinated Instrument (with denominations of JPY100,000,000), based on the Issue Date

VWAP of AUD23.70. If Conversion of any Subordinated Instruments does not occur for any

reason within five ASX Business Days after the occurrence of the Non-Viability Trigger

Event, the Subordinated Instruments will be Written-off, and all corresponding rights and

claims of Holders under the Conditions (including with respect to payments of interest, the

repayment of the Outstanding Principal Amount and upon Conversion, the receipt of ordinary

shares) will be immediately and irrevocably written-off and terminated, with effect on and

from the Non-Viability Trigger Event Date in accordance with the Conditions, and investors

will lose all or some of their investment and will not receive any compensation.

D. Rights and liabilities attaching to the ordinary shares in the capital of Westpac

Westpac was registered on 23 August 2002 as a public company limited by shares under the

Act. Westpac’s constitution was most recently amended at the general meeting held on 15

December 2021 (“Constitution”, as amended from time to time). The ordinary shares in the

capital of Westpac are admitted to trading on ASX. The rights attaching to the ordinary

shares in the capital of Westpac are set out in the Act and the Constitution.

In addition, the rights and liabilities attaching to the ordinary shares in the capital of Westpac

are described on pages 204 to 206 of the Information Memorandum

2

.

E. Additional information

Information about the Subordinated Instruments is contained in the Information

Memorandum and the Pricing Supplement.

Westpac is a disclosing entity for the purposes of the Act and, as a result, is subject to

regular reporting and disclosure obligations under the Act and the ASX Listing Rules. In

addition, Westpac must notify ASX immediately (subject to certain exceptions) if it becomes

aware of information about Westpac that a reasonable person would expect to have a

material effect on the price or value of its listed securities, including ordinary shares in the

capital of Westpac.

Copies of documents lodged with the Australian Securities and Investments Commission

(“ASIC”) can be obtained from, or inspected at, an ASIC office and Westpac’s ASX

announcements may be viewed at www.asx.com.au.

Any person has the right to obtain copies of:

 Westpac’s half-yearly and annual financial reports; and

 any continuous disclosure notices given by Westpac after the lodgement of the 2021

Westpac Group Annual Report, but before the date of this notice,


2

If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Subordinated

Instruments and the issuer of ordinary shares, then on Conversion Holders will be issued with fully paid ordinary shares in

the capital of the Approved Successor.


Page 5

from www.westpac.com.au/investorcentre, or by request made in writing to Westpac at:

Westpac Group Secretariat

Level 18

Westpac Place

275 Kent Street

Sydney NSW 2000


Page 6

ANNEXURE A


Form of Pricing Supplement dated 6 June 2022 in respect of the issue of

JPY26,000,000,000 Fixed Rate Reset Subordinated Instruments due 8 June 2032




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 (the “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 MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as

amended, the “EU PRIIPs Regulation”) for offering or selling the Subordinated Instruments 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 EU 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 (the “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

2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”); or (ii) a

customer within the meaning of the provisions of the UK’s Financial Services and Markets Act 2000, as

amended (the “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 UK by virtue of 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 Regulation.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE

COUNTERPARTIES 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 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 “UK distributor”) should take into consideration the manufacturer’s target market assessment;

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

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

manufacturer’s target market assessment) and determining appropriate distribution channels.

NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT, 2001 OF

SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE “SFA”) – 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).



2

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

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

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

AMENDED) (THE “EU PROSPECTUS REGULATION”) OR IN THE UK FOR THE PURPOSES OF THE

FSMA. 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 EU PROSPECTUS REGULATION OR REGULATION (EU) 2017/1129 AS IT FORMS

PART OF THE DOMESTIC LAW IN THE UK BY VIRTUE OF THE EUWA.




3

PRICING SUPPLEMENT

Series No.: 1474

Tranche No.: 1

WESTPAC BANKING CORPORATION ABN 33 007 457 141

Programme for the Issuance of Debt Instruments

Issue of

JPY26,000,000,000

Fixed Rate Reset Subordinated Instruments due 8 June 2032

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 “Terms and Conditions”) set forth in the Information Memorandum dated 8 November

2021 and any supplement to the Information Memorandum prepared by the Issuer from time to time (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:



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 ASX Business Days prior to the Non-Viability

Trigger Event Date.

4. Specified Currency:

(i) of denomination:

(ii) of payment:


Japanese Yen (“JPY”)

JPY

5. Aggregate Principal Amount of Tranche: JPY26,000,000,000

6. Aggregate Principal Amount of Series: JPY26,000,000,000

7. If interchangeable with existing Series,

Series No.:

Not applicable

8. Issue Date: 8 June 2022

9. Interest Commencement Date: Issue Date

10. Issue Price: 100 per cent. of the Aggregate Principal Amount of Tranche

11. Maturity Date: 8 June 2032, subject to adjustment in accordance with the

Business Day Convention specified in 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 Instruments:

Yes. The Exchange Date shall be no earlier than 40 days

after the Issue Date.

(iii) Specify date (if any) from which

exchanges for Registered

Subordinated Instruments will be made:

Not applicable



5

(iv) 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: JPY100,000,000

16. Calculation Amount: JPY100,000,000

17. Type of Subordinated Instrument(s): Fixed Rate Reset Subordinated Instruments

18. Interest: 1.25 per cent. per annum Fixed Rate subject to the Reset

Rate. Further details are specified in paragraph 21.

19. Change of interest basis:

Not applicable

20. Fixed Rate Subordinated Instruments

Provisions:

Not applicable

21. Fixed Rate Reset Subordinated

Instrument Provisions:

Applicable

(i) Initial Rate of Interest: 1.25 per cent. per annum payable semi-annually in arear for

the period from and including the Issue Date up to but

excluding the Interest Payment Date scheduled to fall on 8

June 2027 (the “Early Redemption Date (Call)”).

(ii) Fixed Rate Reset Date: Early Redemption Date (Call)

(iii) Reset Rate: A fixed rate per annum equal to the sum of (a) the Reset

Reference Rate and (b) the Reset Reference Rate Spread

payable semi-annually in arrear for the period from and

including the Early Redemption Date (Call) up to but

excluding the Maturity Date.

(iv) Reset Reference Rate: The percentage per annum yield of JGB 0.200% due 20

March 2032 (JGB 366) appearing on the Relevant Screen

Page.

- Relevant Screen Page: Bloomberg page JGB 0.2% 03/20/32 (JB366, ISIN

JP1103661N43), 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, including the yield of JGB 0.2%

03/20/32 (JB366) appearing on the page designated as



6

"Interest Information"

(https://www.mof.go.jp/jgbs/reference/interest_rate/jgbcm.csv)

which is linked from "Information Regarding the Interest of

Japanese Government Bonds" within the website of the

Ministry of Finance Japan (or any successor file or web page

of the Ministry of Finance Japan displaying the current yield

on Japanese government bonds) at approximately the Reset

Rate Time in Tokyo on the Reset Determination Date.

If the yield referred to in the paragraph above is not displayed

on such Reset Determination Date, the Reset Reference

Rate will be determined in accordance with Condition 7.3(iii).

- Reset Reference Rate Spread: 1.25 per cent. per annum, being the difference between the

Initial Rate of Interest and the yield to maturity of the bid price

of JGB 0.100% due 20 March 2027 (JGB 346) of 0.000 per

cent. per annum appearing on Bloomberg at the time of

pricing on 1 June 2022.

(v) Interest Payment Dates: 8 June and 8 December of each year commencing on 8

December 2022 up to and including the Maturity Date,

subject to adjustment in accordance with the Business Day

Convention specified in paragraph 21(vii).

(vi) Interest Period End Date(s): 8 June and 8 December of each year commencing on 8

December 2022 up to and including 8 June 2032

(vii) Applicable Business Day Convention:


– for Interest Payment Dates:

– for Interest Period End Dates:

– for Maturity Date:

– any other date:

Modified Following Business Day Convention

No adjustment

Modified Following Business Day Convention

No adjustment

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

(ix) Fixed Coupon Amount up to (but

excluding) the Fixed Rate Reset Date:

JPY625,000 per Calculation Amount

(x) Broken Amount(s): Not applicable

(xi) Day Count Fraction: 30/360

(xii) Reset Determination Date: The second Business Day immediately preceding the Early

Redemption Date (Call)

(xiii) Reset Rate Time: 10:00am, Tokyo time



7

22. Floating Rate Subordinated Instrument

Provisions:

Not applicable

23. Benchmark Replacement: Not applicable

24. Final Redemption Amount of each

Subordinated Instrument:

JPY100,000,000 per Calculation Amount

25. 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 in June 2027

(i) Early Redemption Date (Call): Interest Payment Date scheduled to fall in June 2027

(ii) Early Redemption Amount (Call) of each

Subordinated Instrument:

JPY100,000,000 per Calculation Amount

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

Instruments at its discretion under Condition 8.3.

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

(v) Specify any additional conditions to

exercise of the call option:

Not applicable

26. Early Redemption (Adverse Tax Event) Condition 8.4 is applicable

(i) Early Redemption Amount (Adverse Tax

Event) of each Subordinated Instrument:

JPY100,000,000 per Calculation Amount

(ii) Series redeemable in part: Not applicable

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

(iv) Specify any additional conditions to

exercise of option:

Not applicable

27. Early Redemption (Regulatory Event) Condition 8.5 is applicable

(i) Early Redemption Amount (Regulatory

Event) of each Subordinated

Instrument:

JPY100,000,000 per Calculation Amount

(ii) Series redeemable in part: Not applicable

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

(iv) Specify any additional conditions to

exercise of option:

Not applicable

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



8

Early Termination Amount: JPY100,000,000 per Calculation Amount

29. Taxation: Condition 10.1 is applicable

30. Other terms and conditions: Not applicable

31. Lead Manager: Nomura International plc

32. Relevant Dealer: Lead Manager

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

34. Calculation Agent: Fiscal Agent

35. Notices: Condition 16 applies

36. 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 Instruments


WESTPAC BANKING CORPORATION

By:

Name:

Date: 6 June 2022

Mitchell Cadman, Associate Director, Global Funding



9

Part B: Other Information

1. Listing: None

2. Ratings:

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 material to the offer.

4. Reasons for the offer:



10

Reasons for the offer and use of

proceeds:

The net proceeds of the issue of the

Subordinated Instruments will be used as

described in the Information Memorandum.

5. Operational Information:

(i) Trade Date: 1 June 2022

(ii) ISIN: XS2488800314

(iii) Common Code: 248880031

(iv) CFI: DTFUFB

(v) FISN: WESTPAC BANKING/1.25EMTN 20320608

(vi) Common Depository/Lodging

Agent

The Bank of New York Mellon

(vii) Any Clearing System other than

Euroclear and Clearstream,

Luxembourg:

Not applicable

(viii) CMU Service Instrument Number: Not applicable

(ix) Settlement procedures: Customary medium term note settlement and

payment procedures apply

6. Other

(i) Distribution of Information

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.

(iii) Stabilisation Manager: Not applicable

(iv) Other amendments: Not applicable

(v) Additional disclosure: See Annexure 1 to this Pricing Supplement.




11

ANNEXURE 1 TO THE PRICING SUPPLEMENT

On 9 May 2022, Westpac released its interim financial report for the six-month period ended 31

March 2022 (“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 2022, as set out on pages 97 to 136 (inclusive) of the Interim

Financial Report. By virtue of this Pricing Supplement, pages 97 to 136 (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.

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.