Amendments to Westpac Capital Notes 2 Terms

ASX
Release


21 June 2022

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Amendments to Westpac Capital Notes 2 (WCN 2) Terms

Westpac Banking Corporation today approved amendments to the WCN 2 Terms primarily to
facilitate the Reinvestment Offer for Westpac Capital Notes 9 (WCN 9), details of which were
separately lodged with the ASX today. A copy of the amended WCN 2 Terms is attached.




For further information:

Hayden Cooper Andrew Bowden
Group Head of Media Relations General Manager, Investor Relations
0402 393 619 0438 284 863


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


Disclaimer

This announcement does not constitute an offer in any place in which, or to any person to
whom, it would not be lawful to make such an offer. In particular, this announcement does
not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United
States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S
under the U.S. Securities Act of 1933 (as amended)) (U.S. Person). WCN 9 are being
offered in Australia only and will not be offered or sold in the United States or to, or for the
account or benefit of, any U.S. Person.
Level 18, 275 Kent Street
Sydney, NSW, 2000

page 1
Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
1Form and Initial Face Value of Westpac Capital Notes 2
1.1Form
Westpac Capital Notes 2:
(a)are non-cumulative, convertible, transferable, redeemable, subordinated, perpetual,
unsecured notes of Westpac;
(b)are designated as being of a particular series as set out in the Prospectus;
(c)are constituted under and issued on the terms set out in the Deed Poll and these Terms;
and
(d)take the form of entries in the Westpac Capital Notes 2 Register.
1.2Initial Face Value
Each Westpac Capital Note 2 is issued fully paid at an issue price of $100.
2Ranking on Winding Up
(a)Holders do not have any right to prove in a Winding Up in respect of Westpac Capital
Notes 2, except as permitted under clause 2(b).
(b)Westpac Capital Notes 2 will rank for payment of the Liquidation Sum in a Winding Up:
(i)senior to Ordinary Shares;
(ii)equally among themselves and with all other Equal Ranking Capital Securities;
(iii)junior to or equally with any other notes or preference shares Westpac may issue,
as may be designated in the terms of issue for such notes or preference shares;
and
(iv)junior to, and are conditional on the prior payment in full of, the claims of all
Senior Creditors.
(c)Holders may not exercise voting rights as a creditor in respect of Westpac Capital
Notes 2 in a Winding Up to defeat the subordination in this clause.
(d)Westpac Capital Notes 2 are perpetual and the terms of Westpac Capital Notes 2 do not
include events of default or any other provisions entitling the Holders to require that
Westpac Capital Notes 2 be Redeemed. Holders do not have any right to apply for a
Winding Up on the ground of Westpac’s failure to pay Distributions or for any other
reason.
(e)For the avoidance of doubt, but subject to clause 5.8, if a Capital Trigger Event or Non-
Viability Trigger Event has occurred, Holders will rank for payment in a Winding Up as
holders of the number of Ordinary Shares to which they became entitled under clauses
5.2 or 5.4.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 2
3Distributions
3.1Distributions
Subject to these Terms, each Westpac Capital Note 2 entitles the Holder to receive on the
relevant Distribution Payment Date interest on the Face Value of the Westpac Capital Note 2
(Distribution), calculated using the following formula:
Distribution Rate  Face Value  N
Distribution =
365
where:
Distribution Rate (expressed as a percentage per annum) is calculated using the following
formula:
Distribution Rate = (Bank Bill Rate + Margin) x (1 – Tax Rate)
where:
Bank Bill Rate (expressed as a percentage per annum) means, for each Distribution Period, the
average mid-rate for bills of a term of 90 days which average rate is displayed on Reuters page
BBSW (or any page that replaces that page) at 10.30am (Sydney time) on, in the case of the first
Distribution Period, the Issue Date, and in the case of any other Distribution Period, the first
Business Day of that Distribution Period, or if there is a manifest error in the calculation of that
average rate or that average rate is not displayed at 10.30am (Sydney time) on that date, the rate
specified in good faith by Westpac at or around that time on that date having regard, to the extent
possible, to:
(a)the rates otherwise bid and offered for bills of a term of 90 days or for funds of that tenor
displayed on Reuters page BBSW (or any page which replaces that page) at that time on
that date; and
(b)if bid and offer rates for bills of a term of 90 days are not otherwise available, the rates
otherwise bid and offered for funds of that tenor at or around that time on that date;,
provided that where Westpac Capital Notes 9 are issued, the Bank Bill Rate for the Distribution
Period commencing on the date after the First Pro-Rata Distribution Date is the Bank Bill Rate for
the Distribution Period ending on the First Pro-Rata Distribution Date;
Margin means 3.05% per annum;
Tax Rate (expressed as a decimal) means the Australian corporate tax rate applicable to the
franking account of Westpac at the relevant Distribution Payment Date; and
N means, in respect of a Distribution Period, the number of days in that Distribution Period.
3.2Adjustment to calculation of Distributions if not fully franked
If payment of any Distribution will not be franked to 100% under Part 3-6 of the Tax Act (or any
provisions that revise or replace that Part), otherwise than because of any act by, or
circumstances affecting, any particular Holder, the Distribution will be calculated using the
following formula:
D
Distribution =
1 – [Tax Rate  (1 – Franking Rate)]
where:
D means the Distribution entitlement on that Distribution Payment Date as calculated under
clause 3.1;

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 3
Tax Rate (expressed as a decimal) means the Australian corporate tax rate applicable to the
franking account of Westpac at the relevant Distribution Payment Date; and
Franking Rate (expressed as a decimal) means the percentage of Distribution that would carry
franking credits (within the meaning of Part 3-6 of the Tax Act or any provisions that revise or
replace that Part), applicable to the relevant Distribution entitlement on that Distribution Payment
Date.
3.3Conditions to payment of Distributions
(a)The payment of any Distribution on a Distribution Payment Date is subject to:
(i)Westpac's absolute discretion;
(ii)the payment of the Distribution not resulting in a breach of Westpac's capital
requirements (on a Level 1 basis) or of the Westpac Group's capital requirements
(on a Level 2 basis) under the then current Prudential Standards at the time of
the payment;
(iii)the payment of the Distribution not resulting in Westpac becoming, or being likely
to become, insolvent for the purposes of the Corporations Act; and
(iv)APRA not otherwise objecting to the payment of the Distribution.
(b)Westpac must notify ASX as soon as reasonably practicable if payment of any
Distribution will not be made because of this clause.
3.4Distributions are discretionary, non-cumulative and only payable in cash
(a)Payments of Distributions are within the absolute discretion of Westpac and are non-
cumulative. If a Distribution is not paid because of the provisions of clause 3.3 or because
of any other reason, Westpac has no liability to pay such Distribution to the Holder and
the Holder has no:
(i)claim (including, without limitation, on a Winding Up); or
(ii)right to apply for a Winding Up,
in respect of such non-payment.
(b)Any payments of Distributions to Holders must be made in the form of cash.
Non-payment of a Distribution because of the provisions of clause 3.3, or because of any other
reason, does not constitute an event of default.
3.5Distribution Payment Date
Distributions in respect of Westpac Capital Notes 2 are payable:
(a)quarterly in arrear on 23 March, 23 June, 23 September and 23 December of each year,
commencing on 23 September 2014 until that Westpac Capital Note 2 has been
Converted or Redeemed ; and (other than the Final Pro-Rata Distribution Date);
(b)on the Conversion Date, Redemption Date or Transfer Date (as the case may be) on
which such Westpac Capital Note 2 is Converted, Redeemed or Transferred,;
(c)on the First Pro-Rata Distribution Date; and
(d)on the Final Pro-Rata Distribution Date,
(each a Distribution Payment Date).

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 4
3.6Record Dates
Distributions are only payable on a Distribution Payment Date to those persons registered as
Holders on the Record Date for that Distribution Payment Date.
3.7Restrictions in the case of non-payment of a Distribution
Subject to clause 3.8, if for any reason a Distribution has not been paid in full on the relevant
Distribution Payment Date, Westpac must not:
(a)determine or pay any Dividends; or
(b)undertake any discretionary Buy Back or Capital Reduction,
unless the amount of the unpaid Distribution is paid in full within 20 Business Days of that
Distribution Payment Date or:
(c)all Westpac Capital Notes 2 have been Converted or Redeemed;
(d)on a subsequent Distribution Payment Date, a Distribution for the subsequent Distribution
Period is paid in full; or
(e)a Special Resolution of the Holders has been passed approving such action,
and, in respect of the actions contemplated by paragraphs (c), (d) and (e), APRA does not
otherwise object.
3.8Restrictions not to apply in certain circumstances
The restrictions in clause 3.7 do not apply in connection with:
(a)any employment contract, benefit plan or other similar arrangement with or for the benefit
of any one or more employees, officers, directors or consultants of Westpac or any
member of the Westpac Group; or
(b)Westpac or any of its controlled entities purchasing shares in Westpac in connection with
transactions for the account of customers of Westpac or any of its controlled entities or in
connection with the distribution or trading of shares in Westpac in the ordinary course of
business (such distribution or trading of shares in the ordinary course of business is
subject to the prior written approval of APRA); or
(c)to the extent that at the time a Distribution has not been paid on the relevant Distribution
Payment Date Westpac is legally obliged to pay on or after that date a Dividend or
complete on or after that date a Buy Back or Capital Reduction.
3.9Notification
(a)In relation to each Distribution Period, Westpac must notify the ASX of the Distribution
Rate and the amount of Distribution payable on each Westpac Capital Note 2.
(b)Westpac must give notice under this clause 3.9 as soon as practicable after it makes its
calculations or determinations and, in any event by no later than the fifth Business Day of
the relevant Distribution Period.
(c)Westpac may amend the calculation or determination of any amount, date, or rate (or
make appropriate alternative arrangements by way of adjustment) including as a result of
the extension or reduction of a Distribution Period without prior notice, but must notify
ASX promptly after doing so.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 5
3.10Calculations and determinations final
The calculation or determination by Westpac of all rates and amounts payable by it in relation to
Westpac Capital Notes 2 is, in the absence of manifest or proven error, final and binding on
Westpac, the Registrar and each Holder.
4Scheduled Conversion
4.1Scheduled Conversion
Subject to clauses 5, 6, 7 and 8, Westpac must Convert all (but not some) Westpac Capital
Notes 2 on issue on the date that is the earlier of:
(a)23 September 2024; and
(b)the first Distribution Payment Date after 23 September 2024,
on which the Scheduled Conversion Conditions are satisfied (each a Scheduled Conversion
Date).
4.2Scheduled Conversion Conditions
(a)The Scheduled Conversion Conditions for each Scheduled Conversion Date are:
(i)the VWAP on the 25
th
Business Day on which trading in Ordinary Shares took
place immediately preceding (but not including) the Scheduled Conversion Date
is greater than 56.12% of the Issue Date VWAP (First Scheduled Conversion
Condition); and
(ii)the VWAP during the period of 20 Business Days on which trading in Ordinary
Shares took place immediately preceding (but not including) the Scheduled
Conversion Date is greater than 50.51% of the Issue Date VWAP (the Second
Scheduled Conversion Condition).
(b)If the First Scheduled Conversion Condition is not satisfied, Westpac will announce to
ASX not less than 21 Business Days before the Scheduled Conversion Date that
Conversion will not proceed on the Scheduled Conversion Date.
(c)If the Second Scheduled Conversion Condition is not satisfied, Westpac will notify
Holders on or as soon as practicable after the Scheduled Conversion Date that
Conversion did not occur.
5Automatic Conversion
5.1Capital Trigger Event
A Capital Trigger Event occurs when:
(a)Westpac determines; or
(b)APRA notifies Westpac in writing that it believes,
that either or both the Westpac Level 1 Common Equity Tier 1 Capital Ratio or Westpac Level 2
Common Equity Tier 1 Capital Ratio is equal to or less than 5.125%.
5.2Consequences of a Capital Trigger Event
(a)Westpac must notify APRA immediately in writing if it determines that a Capital Trigger
Event has occurred.
(b)If a Capital Trigger Event occurs, Westpac must Convert such number of Westpac Capital
Notes 2 (or, if it so determines, such percentage of the Face Value of each Westpac

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 6
Capital Note 2) as is sufficient (following any conversion or write down of other Relevant
Securities as referred to in paragraph clause 5.2(c)(i) below) to return either or both the
Westpac Level 1 Common Equity Tier 1 Capital Ratio or Westpac Level 2 Common
Equity Tier 1 Capital Ratio, as the case may be, to above 5.125%.
(c)In determining the number of Westpac Capital Notes 2, or percentage of the Face Value
of each Westpac Capital Note 2, which must be Converted in accordance with this
clause, Westpac will:
(i)first, convert or write down such number or percentage of the face value of any
other Relevant Securities whose terms require them to be converted or written
down, before Conversion of Westpac Capital Notes 2; and
(ii)second, if conversion or write down of those Relevant Securities is not sufficient,
Convert (in the case of Westpac Capital Notes 2) and convert or write down (in
the case of any other Relevant Securities) on a pro-rata basis or in a manner that
is otherwise, in the opinion of Westpac, fair and reasonable, the Face Value of
the Westpac Capital Notes 2 and the face value of any Relevant Securities
whose terms require or permit them to be converted or written down in that
manner (subject to such adjustment as Westpac may determine to take into
account the effect on marketable parcels and whole numbers of Ordinary Shares
and any Westpac Capital Notes 2 or other Relevant Securities remaining on
issue),
but such determination will not impede the immediate Conversion of the relevant number
of Westpac Capital Notes 2 or percentage of the Face Value of each Westpac Capital
Note 2 (as the case may be) or, if applicable, the termination of the relevant Holder's
rights and claims in accordance with clause 5.8.
(d)If a Capital Trigger Event occurs:
(i)the relevant number of Westpac Capital Notes 2, or percentage of the Face Value
of each Westpac Capital Note 2, must be Converted immediately upon
occurrence of the Capital Trigger Event in accordance with clauses 5.7 and 9 and
the Conversion will be irrevocable;
(ii)Westpac must give notice as soon as practicable that Conversion has occurred to
ASX and the Holders;
(iii)the notice must specify the date on which Conversion occurred (Capital Trigger
Event Conversion Date); and
(iv)the notice must specify the details of the Conversion process, including any
details which were taken into account in relation to the effect on marketable
parcels and whole numbers of Ordinary Shares, and the impact on any Westpac
Capital Notes 2 remaining on issue.
Failure or delay in undertaking any of the steps in clauses 5.2(d)(ii) to (iv), or in quotation
of the Ordinary Shares to be issued on Conversion, does not prevent, invalidate or
otherwise impede Conversion.
5.3Non-Viability Trigger Event
A Non-Viability Trigger Event occurs when APRA notifies Westpac in writing that it believes:
(a)Conversion of all or some Westpac Capital Notes 2, or conversion or write down of capital
instruments of the Westpac Group, is necessary because, without it, Westpac would
become non-viable; or

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 7
(b)a public sector injection of capital, or equivalent support, is necessary because, without it,
Westpac would become non-viable.
5.4Consequences of a Non-Viability Trigger Event
(a)If a Non-Viability Trigger Event occurs, Westpac must Convert such number of Westpac
Capital Notes 2 (or, if it so determines, such percentage of the Face Value of each
Westpac Capital Note 2) as is equal (following any conversion or write down of other
Relevant Securities as referred to in paragraph clause 5.4(b)(i) below) to the aggregate
face value of capital instruments which APRA has notified Westpac must be converted or
written down (or, if APRA has not so notified Westpac, such number or, if Westpac so
determines, such percentage of the Face Value of Westpac Capital Notes 2, as is
necessary when added to the amount of the other Relevant Securities converted or
written down pursuant to clause 5.4(b) to satisfy APRA that Westpac will no longer be
non-viable).
(b)In determining the number of Westpac Capital Notes 2, or percentage of the Face Value
of each Westpac Capital Note 2, which must be Converted in accordance with this
clause, Westpac will:
(i)first, convert or write down such number or percentage of the face value of any
other Relevant Securities whose terms require them to be converted or written
down before Conversion of Westpac Capital Notes 2; and
(ii)second, if conversion or write down of those securities is not sufficient, Convert
(in the case of Westpac Capital Notes 2) and convert or write down (in the case
of any other Relevant Securities), on a pro-rata basis or in a manner that is
otherwise, in the opinion of Westpac, fair and reasonable, the Face Value of the
Westpac Capital Notes 2 and the face value of any Relevant Securities whose
terms require or permit them to be converted or written down in that manner
(subject to such adjustments as Westpac may determine to take into account the
effect on marketable parcels and whole numbers of Ordinary Shares and any
Westpac Capital Notes 2 or other Relevant Securities remaining on issue),
but such determination will not impede the immediate Conversion of the relevant number
of Westpac Capital Notes 2 or percentage of the Face Value of each Westpac Capital
Note 2 (as the case may be) or, if applicable, the termination of the relevant Holder's
rights and claims in accordance with clause 5.8.
(c)If a Non-Viability Trigger Event occurs:
(i)the relevant number of Westpac Capital Notes 2, or percentage of the Face Value
of each Westpac Capital Note, must be Converted immediately upon occurrence
of the Non-Viability Trigger Event in accordance with clauses 5.7 and 9 and the
Conversion will be irrevocable;
(ii)Westpac must give notice as soon as practicable that Conversion has occurred to
ASX and the Holders;
(iii)the notice must specify the date on which Conversion occurred (Non-Viability
Trigger Event Conversion Date); and
(iv)the notice must specify the details of the Conversion process, including any
details which were taken into account in relation to the effect on marketable
parcels and whole numbers of Ordinary Shares, and the impact on any Westpac
Capital Notes 2 remaining on issue.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 8
Failure to undertake any of the steps in clauses 5.4(c)(ii) to (iv) does not prevent,
invalidate or otherwise impede Conversion.
5.5Scheduled Conversion Conditions not applicable
For the avoidance of doubt, the Scheduled Conversion Conditions do not apply to Conversion as
a result of a Capital Trigger Event or Non-Viability Trigger Event.
5.6Priority of early Conversion obligations
A Conversion required because of a Capital Trigger Event or a Non-Viability Trigger Event takes
place on the date, and in the manner, required by clauses 5.2, 5.4, 5.7 and 5.8, notwithstanding
any other provision for Conversion, Redemption or Transfer in these Terms.
5.7Automatic Conversion upon the occurrence of a Capital Trigger Event or Non-Viability
Trigger Event
If a Capital Trigger Event or Non-Viability Trigger Event has occurred and all or some Westpac
Capital Notes 2 (or percentage of the Face Value of each Westpac Capital Note 2) are required to
be Converted in accordance with clauses 5.2 or 5.4, then:
(a)Conversion of the relevant Westpac Capital Notes 2 or percentage of the Face Value of
each Westpac Capital Note 2 will be taken to have occurred in accordance with clause 9
immediately upon the Capital Trigger Event Conversion Date or Non-Viability Trigger
Event Conversion Date;
(b)subject to clause 9.10, the entry of the corresponding Westpac Capital Notes 2 in each
relevant Holder’s holding in the Westpac Capital Notes 2 Register will constitute an
entitlement of that Holder to the relevant number of Ordinary Shares (and, if applicable,
also to any remaining balance of Westpac Capital Notes 2 or Westpac Capital Notes 2
with a Face Value equal to the aggregate of the remaining percentage of the Face Value
of each Westpac Capital Note 2), and Westpac will recognise the Holder as having been
issued the relevant Ordinary Shares for all purposes, in each case without the need for
any further act or step by Westpac, the Holder or any other person (and Westpac will, as
soon as possible thereafter and without delay on the part of Westpac, take any
appropriate procedural steps to record such Conversion, including updating the Westpac
Capital Notes 2 Register and the Ordinary Share register); and
(c)subject to clause 9.10, upon Conversion a Holder has no further right or claim under
these Terms in respect of the Westpac Capital Notes 2 Converted, except in relation to
the relevant number of Ordinary Shares and the Holder's entitlement, if any, to Westpac
Capital Notes 2 representing the unconverted outstanding Face Value.
5.8No further rights if Conversion cannot occur
If for any reason Conversion of any Westpac Capital Notes 2 (or a percentage of the Face Value
of any Westpac Capital Notes 2) required to be Converted under clauses 5.2 or 5.4 fails to take
effect under clauses 5.7(a) and (b) and Westpac is not otherwise able to issue the Ordinary
Shares required to be issued in respect of such Conversion by 5.00pm on the fifth Business Day
after the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date,
then the relevant Holders’ rights (including to payment of Distributions and Face Value and any
other payments) in relation to such Westpac Capital Notes 2 or percentage of the Face Value of
Westpac Capital Notes 2 are immediately and irrevocably terminated and such termination will be
taken to have occurred immediately upon the Capital Trigger Event Date or Non-Viability Trigger
Event Date, as the case may be.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 9
5.9Automatic Conversion upon the occurrence of an Acquisition Event
(a)If an Acquisition Event occurs, then:
(i)Westpac must Convert all (but not some) Westpac Capital Notes 2;
(ii)Westpac must give notice as soon as practicable and in any event within 10
Business Days after becoming aware of that event occurring to ASX and the
Holders;
(iii)the notice must specify a date on which it is proposed Conversion will occur
(proposed Acquisition Event Conversion Date) being:
(A)in the case of an Acquisition Event that is a takeover bid, no later than the
Business Day prior to the then announced closing date of the relevant
takeover bid; or
(B)in the case of an Acquisition Event that is a court approved scheme, a
date no later than the record date for participation in the relevant scheme
of arrangement; and
(iv)the notice must specify the details of the Conversion process including any
details to take into account the effect on marketable parcels and whole numbers
of Ordinary Shares; and
(v)on the proposed Acquisition Event Conversion Date, all Westpac Capital Notes 2
will Convert in accordance with clause 9.
(b)Subject to clause 5.9(a), the Second Scheduled Conversion Condition applies to a
Conversion following an Acquisition Event as though the proposed Acquisition Event
Conversion Date were a Scheduled Conversion Date for the purposes of clause 4 (except
that in the case of an Acquisition Event, the Second Scheduled Conversion Condition will
apply as if it referred to 20.20% of the Issue Date VWAP). If the Second Scheduled
Conversion Condition is not satisfied, the Westpac Capital Notes 2 will not Convert.
(c)If the Second Scheduled Conversion Condition is not satisfied on the proposed
Acquisition Event Conversion Date, Westpac will notify Holders as soon as practicable
after the proposed Acquisition Event Conversion Date that Conversion did not occur.
5.10Issue of ordinary shares of Approved Successor
Where there is a replacement of Westpac as the ultimate holding company of the Westpac Group
and the successor holding company is an Approved Successor, Conversion of the Westpac
Capital Notes 2 may not occur as a consequence of the Replacement. Instead, these Terms may
be amended in accordance with clause 13.4.
6Optional Conversion
6.1Conversion at the option of Westpac
(a)Subject to the other provisions of this clause 6, Westpac may at its option Convert in
accordance with clause 9:
(i)all or some Westpac Capital Notes 2 on 23 September 2022; or
(ii)all (but not some) of the Westpac Capital Notes on an Optional Conversion Date
following the occurrence of a Tax Event or Regulatory Event.;
(iii)following Transfer to the Nominated Party under clause 8.1(a)(iii), all or some
Reinvestment Capital Notes 2 on the Reinvestment Date; or

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 10
(iv)following Transfer to the Nominated Party under clause 8.1(a)(i), all or some
Westpac Capital Notes 2 on 23 September 2022.
(b)If only some (but not all) Westpac Capital Notes 2 are to be Converted under
clause 6.1(a)(i), those Westpac Capital Notes 2 to be Converted will be specified in the
Optional Conversion Notice and selected:
(i)in a manner that is, in the opinion of Westpac, fair and reasonable; and
(ii)in compliance with any applicable law, directive or requirement of ASX.
6.2Restriction on election to Convert
Westpac may only elect to Convert the Westpac Capital Notes 2 under clause 6.1(aclauses
6.1(a)(i) or 6.1(a)(ii) if on the second Business Day before the date on which an Optional
Conversion Notice is to be sent by Westpac (or, if trading in Ordinary Shares did not occur on that
date, the last Business Day prior to that date on which trading in Ordinary Shares occurred) the
VWAP on that date is:
(a)in respect of a Conversion under clause 6.1(a)(i), greater than 56.12% of the Issue Date
VWAP; and
(b)in respect of a Conversion under clauses clause 6.1(a)(ii), is greater than 22.20% of the
Issue Date VWAP,
(the Optional Conversion Restriction).
6.3Optional Conversion Notice
(a)Subject to clause 6.2, Westpac may only Convert under clause 6.1(a)(i) if Westpac has
given an Optional Conversion Notice of its election to do so at least 25 Business Days
before the proposed Optional Conversion Date to ASX and the Holders.
(b)The Optional Conversion Notice must specify:
(i)the date on which it is proposed the Optional Conversion will occur, which:
(A)in the case of clause 6.1(a)(i), will be 23 September 2022; and
(B)in the case of a Tax Event or Regulatory Event, is the Next Distribution
Payment Date, unless Westpac determines an earlier date having regard
to the best interests of Holders as a whole and the relevant event;
(ii)whether any Distribution will be paid in respect of the Westpac Capital Notes 2 to
be Converted on the Optional Conversion Date; and
(iii)the details of the Conversion process including any details to take into account
the effect on marketable parcels and whole numbers of Ordinary Shares.
6.4Restriction on Conversion on the Optional Conversion Date
(a)The Second Scheduled Conversion Condition applies to an Optional Conversion under
clauses 6.1(a)(i) or 6.1(a)(ii) as though the proposed Optional Conversion Date were a
Scheduled Conversion Date for the purposes of clause 4 (except that in the case of an
Optional Conversion following a Tax Event or Regulatory Event, the Second Scheduled
Conversion Condition will apply as if it referred to 20.20% of the Issue Date VWAP).
(b)If the Second Scheduled Conversion Condition is not satisfied on the proposed Optional
Conversion Date:
(i)the Westpac Capital Notes 2 will not Convert; and

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 11
(ii)Westpac will notify Holders as soon as practicable after the proposed Optional
Conversion Date that Conversion did not occur.
6.5Deferred Conversion
If Westpac has given an Optional Conversion Notice under clause 6.3 and the Second Scheduled
Conversion Condition (as if it applied on the Optional Conversion Date) is not satisfied, then,
notwithstanding any other provision of these Terms:
(a)the Optional Conversion Date will be deferred until the first Distribution Payment Date
(under clause 3.5(a)) on which the Scheduled Conversion Conditions are satisfied
(except that in the case of a Tax Event or Regulatory Event, the Second Scheduled
Conversion Condition will apply as if it referred to 20.20% of the Issue Date VWAP) as if
that Distribution Payment Date were a Scheduled Conversion Date for the purposes of
clause 4 (the Deferred Conversion Date);
(b)Westpac must convert the Westpac Capital Notes 2 on the Deferred Conversion Date
unless the Westpac Capital Notes 2 are Converted earlier in accordance with these
Terms; and
(c)until the Deferred Conversion Date, all rights attaching to the Westpac Capital Notes 2
will continue as if the Optional Conversion Notice had not been given.
6.6Final Distribution
For the avoidance of doubt, Optional Conversion may occur even if Westpac, in its absolute
discretion, does not pay a Distribution for the final Distribution Period.
6.7No Conversion at the option of the Holders
Holders do not have a right to request Conversion of their Westpac Capital Notes 2 at any time.
7Optional Redemption
7.1Redemption at the option of Westpac
(a)Subject to the other provisions of this clause 7, Westpac may at its option Redeem:
(i)all or some Westpac Capital Notes 2 on 23 September 2022; or
(ii)all (but not some) of the Westpac Capital Notes 2 on a Redemption Date
following the occurrence of a Tax Event or Regulatory Event,;
(iii)following Transfer to the Nominated Party under clause 8.1(a)(iii) all or some
Reinvestment Capital Notes 2 on the Reinvestment Date; or
(iv)following Transfer to the Nominated Party under clause 8.1(a)(i) all or some
Westpac Capital Notes 2 on 23 September 2022,
in each case for their Face Value.
(b)If only some (but not all) Westpac Capital Notes 2 are to be Redeemed under
clause 7.1(a)(i), those Westpac Capital Notes 2 to be Redeemed will be specified in the
Redemption Notice and selected:
(i)in a manner that is, in the opinion of Westpac, fair and reasonable; and
(ii)in compliance with any applicable law, directive or requirement of ASX.
7.2Optional Redemption Notice
(a)Westpac may only Redeem under clause 7.1(aclauses 7.1(a)(i) or 7.1(a)(ii) if Westpac
has given a Redemption Notice of its election to do so at least 21 Business Days (and no

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 12
more than 60 80 Business Days) before the proposed Redemption Date to ASX and the
Holders.
(b)The Redemption Notice must specify:
(i)the date on which it is proposed the Redemption will occur, which must be:
(A)in the case of clause 7.1(a)(i), 23 September 2022;
(B)in the case of a Tax Event or Regulatory Event, the Next Distribution
Payment Date, unless Westpac determines an earlier date having regard
to the best interests of Holders as a whole and the relevant event; and
(ii)whether any Distribution will be paid in respect of the Westpac Capital Notes 2 to
be Redeemed on the Redemption Date.
7.3APRA approval to Redeem
Westpac may only Redeem under this clause 7 if:
(a)either
(i)before or concurrently with Redemption, Westpac replaces Westpac Capital
Notes 2 with a capital instrument which is of the same or better quality (for the
purposes of the Prudential Standards) than Westpac Capital Notes 2 and the
replacement of Westpac Capital Notes 2 is done under conditions that are
sustainable for the income capacity of the Westpac Group; or
(ii)Westpac obtains confirmation from APRA that APRA is satisfied, having regard to
the capital position of the Westpac Group, that Westpac does not have to replace
Westpac Capital Notes 2; and
(b)APRA has given its prior written approval to the Redemption. Approval is at the discretion
of APRA and may or may not be given.
7.4Final Distribution
For the avoidance of doubt, Redemption may occur even if Westpac, in its absolute discretion,
does not pay a Distribution for the final Distribution Period.
7.5No Redemption at the option of the Holders
Holders do not have a right to request Redemption of their Westpac Capital Notes 2 at any time.
7.6Effect of Redemption Notice
Subject to any early Conversion required because of a Capital Trigger Event or a Non-Viability
Trigger Event and any termination of rights under clause 5.8, any Redemption Notice given under
this clause 7 is irrevocable and Westpac must (subject to clause 11.1) Redeem Westpac Capital
Notes 2 on the Redemption Date specified in that Redemption Notice.
8Optional Transfer
8.1Transfer at the option of Westpac
(a)Westpac may elect that Transfer occur in relation to:
(i)all or some Westpac Capital Notes 2 on 23 September 2022;or
(ii)all (but not some) of the Westpac Capital Notes 2 on a Transfer Date following
the occurrence of a Tax Event or Regulatory Event.; or
(iii)all Reinvestment Capital Notes 2 on the Reinvestment Date.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 13
(b)If only some (but not all) Westpac Capital Notes 2 are to be Transferred under clause
8.1(a)(i), the number of Westpac Capital Notes 2 to be Transferred will be specified in the
Transfer Notice and selected:
(i)in a manner that is, in the opinion of Westpac, fair and reasonable; and
(ii)in compliance with any applicable law, directive or requirement of ASX.
8.2Optional Transfer Notice
(a)Westpac may only elect to Transfer Westpac Capital Notes 2 under clause 8.1(a) if
Westpac has given a Transfer Notice at least 21 Business Days (and no more than
60 Business Days) before the proposed Transfer Date to ASX and the Holders.:
(i)clauses 8.1(a)(i) or 8.1(a)(ii) if Westpac has given a Transfer Notice at least 21
Business Days (and no more than 80 Business Days) before the proposed
Transfer Date to ASX and the Holders; or
(ii)clause 8.1(a)(iii) if Westpac has given a Transfer Notice at least 15 Business
Days (and no more than 80 Business Days) before the proposed Transfer Date to
ASX and the Holders).
(b)The Transfer Notice must specify:
(i)the date on which it is proposed the Transfer will occur, which must be:
(A)in the case of clause 8.1(a)(i), 23 September 2022;
(B)in the case of a Tax Event or Regulatory Event, the Next Distribution
Payment Date, unless Westpac determines an earlier date having regard
to the best interests of Holders as a whole and the relevant event;and
(C)in the case of clause 8.1(a)(iii), the Reinvestment Date; and
(ii)whether any Distribution will be paid in respect of the Westpac Capital Notes to
be Transferred on the Transfer Date.
8.3Final Distribution
For the avoidance of doubt, Transfer may occur even if Westpac, in its absolute discretion, does
not pay a Distribution for the final Distribution Period.
8.4No Transfer at the option of the Holders
Holders do not have a right to request Transfer of their Westpac Capital Notes 2 at any time.
8.5Effect of Transfer Notice
(a)Any Transfer Notice given under this clause 8 is irrevocable and Westpac must (subject
to clause 11.1) Transfer Westpac Capital Notes 2 on the Transfer Date specified in that
Transfer Notice.
(b)If Westpac issues a Transfer Notice under this clause 8 in respect of a Transfer pursuant
to clauses 8.1(a)(i) or 8.1(a)(ii):
(i)each Holder is taken irrevocably to offer to sell the relevant number of their
Westpac Capital Notes 2 to the Nominated Party on the Transfer Date for a cash
amount per Westpac Capital Note 2 equal to the Face Value (and to have
appointed Westpac as its agent and attorney to execute documents and do all
things necessary which Westpac considers may be necessary or desirable in
connection with that offer and any resulting sale);

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 14
(ii)subject to payment by the Nominated Party of the Face Value to Holders, all right,
title and interest in the relevant number of Westpac Capital Notes 2 will be
transferred from the Holders to the Nominated Party on the Transfer Date; and
(iii)if the Nominated Party does not pay the Face Value to the relevant Holders on
the Transfer Date, the relevant number of Westpac Capital Notes 2 will not be
transferred to the Nominated Party.
(c)If Westpac issues a Transfer Notice under this clause 8 in respect of a Transfer pursuant
to clause 8.1(a)(iii):
(i)each Holder of a Reinvestment Capital Note 2 is taken irrevocably to offer to sell
the relevant number of their Reinvestment Capital Notes 2 to the Nominated
Party on the Transfer Date for a cash amount per Reinvestment Capital Note 2
equal to the Face Value (and to have appointed Westpac as its agent and
attorney to execute documents and do all things necessary which Westpac
considers may be necessary or desirable in connection with that offer and any
resulting sale);
(ii)subject to payment by the Nominated Party of the Face Value to such Holders, all
rights, title and interest in the relevant number of Reinvestment Capital Notes 2
will be transferred from those Holders to the Nominated Party on the Transfer
Date; and
(iii)if the Nominated Party does not pay the Face Value to the relevant Holders on
the Transfer Date, the relevant number of Reinvestment Capital Notes 2 will not
be Transferred to the Nominated Party.
(d)(c)Clause 11 will apply to payments by the Nominated Party as if the Nominated Party
were Westpac. If any payment to a particular Holder is not made or treated as made on
the Transfer Date because of any error by or on behalf of the Nominated Party, the
relevant Westpac Capital Notes 2 of that Holder will not be transferred until payment is
made but the transfer of all other relevant Westpac Capital Notes 2 will not be affected by
the failure.
9General provisions applicable to Conversion
9.1Conversion
On the Conversion Date, subject to clauses 5.6 and 9.10, the following will apply:
(a)Westpac will allot and issue the Conversion Number of Ordinary Shares for each
Westpac Capital Note 2 held by the Holder. The Conversion Number is calculated
according to the following formula, and subject always to the Conversion Number being
no greater than the Maximum Conversion Number:
Conversion Number for each = Face Value
Westpac Capital Note 2 0.99 x VWAP
where:
VWAP (expressed in dollars and cents) means the VWAP during the VWAP Period.
Maximum Conversion Number means a number calculated according to the following
formula:
Maximum Conversion = Face Value
Number Relevant Percentage x
Issue Date VWAP

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 15
Relevant Percentage means:
(i)if Conversion is occurring on a Scheduled Conversion Date or the Optional
Conversion Date on 23 September 2022, 0.50; and
(ii)if Conversion is occurring at any other time, 0.20.
(b)Each Holder’s rights (including to Distributions) in relation to each Westpac Capital Note 2
that is being Converted will be immediately and irrevocably terminated for an amount
equal to the Face Value and Westpac will apply the Face Value of each Westpac Capital
Note 2 by way of payment for the subscription for the Ordinary Shares to be allotted and
issued under clause 9.1(a). Each Holder is taken to have irrevocably directed that any
amount payable under this clause 9.1 is to be applied as provided for in this clause and
Holders do not have any right to payment in any other way.
(c)If the total number of Ordinary Shares to be allotted and issued in respect of a Holder’s
aggregate holding of Westpac Capital Notes 2 includes a fraction of an Ordinary Share,
that fraction of an Ordinary Share will be disregarded.
9.2Adjustments to VWAP generally
For the purposes of calculating VWAP under clause 9.1:
(a)where, on some or all of the Business Days in the relevant VWAP Period, Ordinary
Shares have been quoted on ASX as cum dividend or cum any other distribution or
entitlement and Westpac Capital Notes 2 will be Converted into Ordinary Shares after
that date and those Ordinary Shares will no longer carry that dividend or that other
distribution or entitlement, then the VWAP on the Business Days on which those Ordinary
Shares have been quoted cum dividend or cum any other distribution or entitlement will
be reduced by an amount (Cum Value) equal to:
(i)in the case of a dividend or other distribution, the amount of that dividend or other
distribution including, if the dividend or distribution is franked, the amount that
would be included in the assessable income of a recipient of the dividend or
distribution who is a natural person resident in Australia under the Tax Act;
(ii)in the case of any other entitlement that is not a dividend or other distribution
under clause 9.2(a)(i) which is traded on ASX on any of those Business Days, the
volume weighted average price of all such entitlements sold on ASX during the
VWAP Period on the Business Days on which those entitlements were traded
(excluding trades of the kind that would be excluded in determining VWAP under
the definition of that term); or
(iii)in the case of any other entitlement which is not traded on ASX during the VWAP
Period, the value of the entitlement as reasonably determined by Westpac; and
(b)where, on some or all of the Business Days in the VWAP Period, Ordinary Shares have
been quoted as ex dividend or ex any other distribution or entitlement, and Westpac
Capital Notes 2 will be Converted into Ordinary Shares which would be entitled to receive
the relevant dividend, distribution or entitlement, the VWAP on the Business Days on
which those Ordinary Shares have been quoted ex dividend or ex any other distribution
or entitlement will be increased by the Cum Value.
9.3Adjustments to VWAP for capital reconstruction
(a)Where during the relevant VWAP Period there is a change to the number of Ordinary
Shares on issue because the Ordinary Shares are reconstructed, consolidated, divided or
reclassified (in a manner not involving any cash payment (or the giving of any other form

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 16
of consideration) to or by holders of Ordinary Shares) (Reclassification) into a lesser or
greater number, the daily VWAP for each day in the VWAP Period which falls before the
date on which trading in Ordinary Shares is conducted on a post Reclassification basis
will be adjusted by multiplying the VWAP applicable on the Business Day immediately
before the date of any such Reclassification by the following formula:
A
B
Where:
A means the aggregate number of Ordinary Shares immediately before the
Reclassification; and
B means the aggregate number of Ordinary Shares immediately after the
Reclassification.
(b)Any adjustment made by Westpac in accordance with clause 9.3(a) will be effective and
binding on Holders under these Terms and these Terms will be construed accordingly.
9.4Adjustments to Issue Date VWAP generally
For the purposes of determining the Issue Date VWAP under clause 9.1, adjustments will be
made in accordance with clause 9.2 and clause 9.3 during the VWAP Period for the Issue Date
VWAP. On and from the Issue Date, adjustments to the Issue Date VWAP:
(a)may be made by Westpac in accordance with clauses 9.5 to 9.7 (inclusive);
(b)if so made, will correspondingly affect the application of the Scheduled Conversion
Conditions and the Optional Conversion Restriction and cause an adjustment to the
Maximum Conversion Number; and
(c)if so made, will be effective and binding on Holders under these Terms and these Terms
will be construed accordingly.
9.5Adjustments to Issue Date VWAP for bonus issues
(a)Subject to clauses 9.5(b) and 9.5(c), if Westpac makes a pro-rata bonus issue of Ordinary
Shares to holders of Ordinary Shares generally (in a manner not involving any cash
payment (or the giving of any other form of consideration) to or by holders of Ordinary
Shares), the Issue Date VWAP will be adjusted immediately in accordance with the
following formula:
V = Vo x RD/(RD + RN)
Where:
V means the Issue Date VWAP applying immediately after the application of this formula;
Vo means the Issue Date VWAP applying immediately prior to the application of this formula;
RD means the number of Ordinary Shares on issue immediately prior to the allotment of new
Ordinary Shares pursuant to the bonus issue; and
RN means the number of Ordinary Shares issued pursuant to the bonus issue.
(b)Clause 9.5(a) does not apply to Ordinary Shares issued as part of a bonus share plan,
employee or executive share plan, executive option plan, share top up plan, share
purchase plan or a dividend reinvestment plan.
(c)For the purposes of this clause, an issue will be regarded as a bonus issue
notwithstanding that Westpac does not make offers to some or all holders of Ordinary

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 17
Shares with registered addresses outside Australia, provided that in so doing Westpac is
not in contravention of the ASX Listing Rules.
9.6Adjustments to Issue Date VWAP for capital reconstruction
If at any time after the Issue Date there is a change to the number of Ordinary Shares on issue
because of a Reclassification (in a manner not involving any cash payment (or the giving of any
other form of consideration) to or by holders of Ordinary Shares) into a lesser or greater number,
the Issue Date VWAP will be adjusted by multiplying the Issue Date VWAP applicable on the
Business Day immediately before the date of any such Reclassification by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares on issue immediately before the
Reclassification; and
B means the aggregate number of Ordinary Shares on issue immediately after the
Reclassification.
9.7No adjustment to Issue Date VWAP in certain circumstances
Despite the provisions of clauses 9.5 and 9.6, no adjustment will be made to the Issue Date
VWAP where any such adjustment (rounded if applicable) would be less than one percent of the
Issue Date VWAP then in effect.
9.8Announcement of adjustments to Issue Date VWAP
Westpac will notify any adjustment to the Issue Date VWAP under this clause to ASX and the
Holders within 10 Business Days of Westpac determining the adjustment and the adjustment will
be final and binding.
9.9Status and listing of Ordinary Shares
(a)Ordinary Shares issued or arising from Conversion will rank equally with all other fully
paid Ordinary Shares provided that the rights attaching to the Ordinary Shares issued or
arising from Conversion do not take effect until 5.00pm (Sydney time) on the Conversion
Date.
(b)Westpac will use all reasonable endeavours to list the Ordinary Shares issued on
Conversion of Westpac Capital Notes 2 on ASX.
9.10Conversion where the Holder does not wish to receive Ordinary Shares or is an
Ineligible Holder
(a)If Westpac Capital Notes 2 of a Holder are required to be Converted and:
(i)the Holder has notified Westpac that it does not wish to receive Ordinary Shares
as a result of Conversion, which notice may be given at any time on or after the
Issue Date and prior to the Conversion Date; or
(ii)the Holder is an Ineligible Holder,
then, on the Conversion Date, the Holder’s rights (including to Distributions) in relation to
each such Westpac Capital Note 2 being Converted are immediately and irrevocably
terminated and Westpac will issue the Conversion Number of Ordinary Shares to the Sale
Agent for no additional consideration to hold on trust for sale for the benefit of the
relevant Holder. At the first opportunity to sell the Ordinary Shares, the Sale Agent will

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 18
arrange for their sale at market value and pay the proceeds less selling costs to the
relevant Holder.
Westpac will be entitled to treat a Holder as not being an Ineligible Holder unless the
Holder has otherwise notified it after the Issue Date and prior to the Conversion Date.
(b)If Conversion under this clause 9.10 is occurring because of the occurrence of a Capital
Trigger Event or Non-Viability Trigger Event and the Conversion fails to take effect and
Westpac is not otherwise able to issue Ordinary Shares to the Sale Agent within five
Business Days, then Holders’ rights will be immediately and irrevocably terminated in
accordance with clause 5.8.
9.11Final Distribution
For the avoidance of doubt, Conversion may occur even if Westpac, in its absolute discretion,
does not pay a Distribution for the final Distribution Period.
9.12No Conversion after Winding Up commences
If before the Conversion Date a Winding Up commences, then Conversion will not occur and
clause 2 will apply, except where Conversion is required for a Capital Trigger Event or Non-
Viability Trigger Event (in which case such Conversion shall occur (subject to clause 5.8) in
accordance with clause 5.2 or 5.4 (as applicable) and clause 5.7).
9.13Conversion of a percentage of Face Value
If under these Terms it is necessary to Convert a percentage of the Face Value, this clause 9 will
apply to the Conversion as if references to the Face Value were references to the relevant
percentage of the Face Value to be Converted multiplied by the Face Value.
9.14Consent to receive Ordinary Shares and other acknowledgements
Subject to clause 5.8, each Holder irrevocably:
(a)upon receipt of the Conversion Number of Ordinary Shares following Conversion of
Westpac Capital Notes 2 in accordance with clauses 4,5 or 6 consents to becoming a
member of Westpac and agrees to be bound by the constitution of Westpac, in each
case in respect of Ordinary Shares issued on Conversion;
(b)acknowledges and agrees that, unless it has given notice in accordance with clause 9.10
that it does not wish to receive Ordinary Shares as a result of Conversion, it is obliged to
accept Ordinary Shares of Westpac on Conversion notwithstanding anything that might
otherwise affect a Conversion of Westpac Capital Notes 2 including:
(i)any change in the financial position of Westpac since the issue of the Westpac
Capital Notes 2;
(ii)any disruption to the market or potential market for Ordinary Shares or capital
markets generally; or
(iii)any breach by Westpac of any obligation in connection with the Westpac Capital
Notes 2;
(c)acknowledges and agrees that:
(i)Conversion is not subject to any conditions other than those expressly provided
for in these Terms;
(ii)Subject to any conditions, Conversion must occur immediately on the
Conversion Date and that may result in disruption or failures in trading or
dealings in the Westpac Capital Notes 2;

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 19
(iii)it will not have any rights to vote in respect of any Conversion; and
(iv)notwithstanding clause 9.9, Ordinary Shares issued on Conversion may not be
quoted at the time of Conversion or at all;
(d)acknowledges and agrees that where clause 5.8 applies, no other conditions or events
will affect the operation of that clause and it will not have any rights to vote in respect of
any termination under that clause;
(e)acknowledges and agrees that it has no right to request that Westpac Convert Capital
Notes II; and
(f)acknowledges and agrees that it has no remedies on account of the failure of Westpac to
issue Ordinary Shares in accordance with clauses 5.2 or 5.4 other than, subject to clause
5.8, to seek specific performance of Westpac’s obligation to issue Ordinary Shares.
10Title and transfer of Westpac Capital Notes 2
10.1CHESS
While a Westpac Capital Note 2 remains in CHESS:
(a)the rights of a person holding an interest in the Westpac Capital Note 2; and
(b)all dealings (including transfers and payments) in relation to the Westpac Capital Note 2,
will be governed by and subject to the rules and regulations of CHESS (but without affecting any
of these Terms which affect the eligibility of the Westpac Capital Notes 2 as Additional Tier 1
Capital). To the extent of any inconsistency:
(c)between these Terms (other than any of these Terms which affect the eligibility of the
Westpac Capital Notes 2 as Additional Tier 1 Capital) and the rules and regulations of
CHESS, the rules and regulations of CHESS prevail; and
(d)between any of these Terms which affect the eligibility of the Westpac Capital Notes 2 as
Additional Tier 1 Capital and the rules and regulations of CHESS, these Terms prevail.
10.2Effect of entries in Westpac Capital Notes 2 Register
Each entry in the Westpac Capital Notes 2 Register of a person as a Holder constitutes:
(a)conclusive evidence of that person’s:
(i)absolute ownership of those Westpac Capital Notes 2; and
(ii)entitlement to the other benefits given to Holders under these Terms in respect of
Westpac Capital Notes 2; and
(b)an undertaking by Westpac to pay a Distribution and any other amount in accordance
with these Terms,
subject to correction of the Westpac Capital Notes 2 Register for fraud or error.
10.3Non-recognition of interests
Except as required by law, Westpac and the Registrar must treat the person whose name is
entered in the Westpac Capital Notes 2 Register as a Holder as the absolute owner of that
Westpac Capital Notes 2. This clause applies despite any notice of ownership, trust or interest in
that Westpac Capital Notes 2.
10.4Joint Holders
Where two or more persons are entered in the Westpac Capital Notes 2 Register as joint Holders,
they are taken to hold those Westpac Capital Notes 2 as joint tenants with rights of survivorship

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 20
but the Registrar is not bound to register more than three persons as joint Holders of any
Westpac Capital Notes 2.
10.5Transfers
(a)A Holder may transfer Westpac Capital Notes 2:
(i)while Westpac Capital Notes 2 are registered with CHESS, in accordance with
the rules and regulations of CHESS; or
(ii)at any other time:
(A)by a proper transfer under any other applicable computerised or
electronic system recognised by the Corporations Act; or
(B)by any proper or sufficient instrument of transfer of marketable securities
under applicable law, provided such instrument is delivered to the
Registrar with any evidence the Registrar reasonably requires to prove
title to or the right to transfer Westpac Capital Notes 2.
(b)Title to Westpac Capital Notes 2 passes when details of the transfer are entered in the
Westpac Capital Notes 2 Register.
(c)Westpac Capital Notes 2 may be transferred in whole but not in part.
(d)Westpac must comply with all Applicable Regulations and any other relevant obligations
imposed on it in relation to the transfer of Westpac Capital Notes 2.
(e)Westpac must not charge any fee on the transfer of Westpac Capital Notes 2.
(f)The Holder is responsible for any stamp duty or other similar taxes which are payable in
any jurisdiction in connection with a transfer, assignment or other dealing with Westpac
Capital Notes 2.
(g)Upon registration and entry of the transferee in the Westpac Capital Notes 2 Register, the
transferor ceases to be entitled to future benefits under these Terms in respect of the
transferred Westpac Capital Notes 2.
(h)Subject to Applicable Regulations, Westpac may determine that transfers of some or all
Westpac Capital Notes 2 will not be registered during any period reasonably specified by
it prior to the Conversion Date, Redemption Date or Transfer Date of such Westpac
Capital Notes 2.
10.6Refusal to register
Westpac may only refuse to register a transfer of Westpac Capital Notes 2 if permitted by, or if
such registration would contravene or is forbidden by, Applicable Regulations or the Terms.
If Westpac refuses to register a transfer, Westpac must give the lodging party notice of the refusal
and the reasons for it within five Business Days after the date on which the transfer was delivered
to the Registrar.
10.7Transmission
A person becoming entitled to Westpac Capital Notes 2 as a consequence of the death,
bankruptcy, liquidation or a winding-up of a Holder or of a vesting order by a court or other body
with power to make the order, or a person administering the estate of a Holder, may, upon
providing evidence as to that entitlement or status, and if Westpac so requires an indemnity in
relation to the correctness of such evidence, as Westpac considers sufficient, become registered
as the Holder of those Westpac Capital Notes 2.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 21
11Payments
11.1General
All payments in respect of Westpac Capital Notes 2:
(a)must be made:
(i)in Australian dollars; and
(ii)free of any set off, deduction or counter claim except as required by law or any
agreement with a governmental authority;
(b)are subject to applicable fiscal and other laws and the administrative practices and
procedures of fiscal and other authorities;
(c)will be made in accordance with:
(i)the rules and regulations of CHESS while Westpac Capital Notes 2 remain in
CHESS;
(ii)the particulars recorded in the Westpac Capital Notes 2 Register on the relevant
Record Date; and
(iii)these Terms.
If the date scheduled for any payment under these Terms (other than a payment made under
clause 9.1(b) in connection with the Conversion of Notes following a Capital Trigger Event or a
Non-Viability Trigger Event) is not a Business Day, then the payment will be made on the next
Business Day (and without any additional interest or other payment in respect of such delay).
All calculations of payments will be rounded to four decimal places. For the purposes of making
any payment in respect of a Holder’s aggregate holding of Westpac Capital Notes 2, any fraction
of a cent will be disregarded.
11.2Payments to Holders
(a)Each payment in respect of a Westpac Capital Note 2 will be made to the person that is
recorded in the Westpac Capital Notes 2 Register as the Holder of that Westpac Capital
Note 2 on the Record Date for that payment.
(b)A payment to any one joint Holder of a Westpac Capital Note 2 will discharge Westpac’s
liability in respect of the payment.
11.3Method of payments
(a)Westpac may, in its absolute discretion, pay to a Holder or any other person entitled to
any amount payable in respect of a Westpac Capital Notes 2:
(i)by crediting an account nominated in writing by that Holder or person;
(ii)by cheque made payable to the Holder or person, sent to the address of that
Holder or person as notified to Westpac by that Holder or person; or
(iii)in any other manner as Westpac determines (provided that Distributions must
always be paid in cash).
(b)Westpac may send a cheque referred to in clause 11.3(a)(ii), if relevant, to:
(i)the address in the Westpac Capital Notes 2 Register of the Holder;
(ii)if that Westpac Capital Note 2 is jointly held, the address in the Westpac Capital
Notes 2 Register of the Holder named first in the register in respect of the
Westpac Capital Note; or

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 22
(iii)any other address which that person directs in writing.
(c)If Westpac decides to make a payment by electronic or other means determined under
clause 11.3(a)(iii) and an account is not nominated by the Holder or joint Holder, Westpac
may hold the amount payable in a separate account of Westpac until the Holder or joint
Holder (as the case may be) nominates an account, without any obligation to pay interest,
and the amount so held is to be treated as having been paid to the Holder or joint Holder
at the time it is credited to that separate account of Westpac.
(d)All amounts payable but unclaimed may be invested by Westpac as it thinks fit for the
benefit of Westpac until claimed or until required to be dealt with in accordance with any
law relating to unclaimed moneys.
(e)Westpac (or any person through whom payments are made), in its absolute discretion,
may withhold payment to a Holder where it is required to do so under any applicable
fiscal or other law or any administrative practice or procedure of any fiscal or other
authority (including any law prohibiting dealings with terrorist organisations or money
laundering, or any other type of sanction and any withholding or deduction arising under
or in connection with FATCA), or where it has reasonable grounds to suspect that the
Holder may be subject to any such law, administrative practice or procedure or sanction
or involved in acts of terrorism or money laundering, and may deal with such payment
and the Holder’s Note in accordance with such applicable law, administrative practice or
procedure or the requirements of any relevant government or regulatory authority.
(f)Westpac shall not be liable for any costs or loss suffered by a Holder in exercising its
discretion under clause 11.3(e), even where a Holder later demonstrates that they were
not subject to such law, administrative practice or procedure or sanction.
12Taxation
12.1Deductions
Westpac or the Nominated Party, as applicable, may deduct or withhold any tax, duty,
assessment, levy, governmental charge or other amount from any Distribution or amount payable
upon Redemption or Transfer to the Nominated Party of any Westpac Capital Note 2 (or upon or
with respect to the issuance of any Ordinary Shares upon any Conversion), as required by law or
any agreement with a governmental authority. If any such deduction or withholding has been
made and paid over to the relevant governmental authority and the balance of the Distribution or
other amount payable has been paid (or, in the case of a Conversion, Ordinary Shares issued) to
the relevant Holder, then the full amount payable (or, in the case of a Conversion, the Conversion
Number of Ordinary Shares) to such Holder shall be deemed to have been duly paid and satisfied
(or, in the case of a Conversion, issued) by Westpac or the Nominated Party, as applicable.
Westpac or the Nominated Party, as applicable, shall pay the full amount required to be deducted
or withheld to the relevant governmental authority within the time allowed for such payment
without incurring any penalty under applicable law and shall, if requested by any Holder, deliver to
such Holder confirmation of such payment without delay after it is received by Westpac or the
Nominated Party, as applicable.
12.2FATCA
Without limiting clause 12.1, if any withholding or deduction arises under or in connection with
FATCA, Westpac will not be required to pay any further amounts on account of such withholding
or deduction or otherwise reimburse or compensate, or make any payment to, a Holder for or in
respect of any such withholding or deduction.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 23
12.3Tax File Number withholdings
(a)Westpac will, if required, withhold an amount from payment of Distributions on Westpac
Capital Notes 2 at the highest marginal tax rate plus the highest Medicare levy if a Holder
has not supplied an appropriate tax file number, Australian business number or
exemption details.
(b)If a Holder supplies exemption details and Westpac subsequently determines that the
relevant exemption was not available, Westpac may recover the amount that should have
been deducted from the relevant Holder and may deduct that amount from any
subsequent payment due to that Holder in respect of Westpac Capital Notes 2.
13Amendment of these Terms
13.1Amendment generally
No amendment to these Terms is permitted without APRA’s prior written approval if such
amendment would impact, or potentially impact, the classification of the Westpac Capital Notes 2
as Additional Tier 1 Capital on a Level 1 or Level 2 basis.
13.2Amendment without consent
Subject to clause 13.1, and complying with all applicable laws and with APRA’s prior written
approval (except in the case of paragraph (a)(iiiclause 13.2(a)(iii) below), Westpac may, without
the authority, assent or approval of Holders, amend these Terms:
(a)if Westpac is of the opinion that the amendment is:
(i)of a formal, minor or technical nature;
(ii)made to cure any ambiguity;
(iii)made to correct any manifest error;
(iv)expedient for the purpose of enabling the Westpac Capital Notes 2 to be listed for
quotation or to retain listing on any stock exchange or to be offered for, or
subscription for, sale under the laws for the time being in force in any place and it
is otherwise not considered by Westpac to be materially prejudicial to the
interests of Holders as a whole; or
(v)necessary to comply with the provisions of any statute, the requirements of any
statutory authority, the ASX Listing Rules or the listing or quotation requirements
of any stock exchange on which the Westpac Capital Notes 2 are quoted; or
(b)generally, in any case where such amendment is considered by Westpac not to be
materially prejudicial to the interests of Holders as a whole.
13.3Amendment with consent
Without limiting clause 13.2 and subject to clause 13.1, Westpac may, with APRA’s prior written
approval, amend these Terms if the amendment has been approved by a Special Resolution.
13.4Amendment for Approved Successor
(a)Subject to clause 13.4(c), if:
(i)it is proposed that Westpac be replaced as the ultimate holding company of the
Westpac Group by an Approved Successor (Replacement); and
(ii)the Approved Successor agrees to expressly assume Westpac's obligations
under these Terms by entering into a deed poll for the benefit of Holders under
which it agrees (among other things):

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 24
(A)to deliver Approved Successor Shares under all circumstances when
Westpac would have otherwise been obliged to deliver Ordinary Shares
on a Conversion, subject to the same terms and conditions of these
Terms as amended by this clause 13.4;
(B)to comply with the restriction in clause 3.7 (with all appropriate
modifications) of these Terms; and
(C)to use all reasonable endeavours and furnish all such documents,
information and undertakings as may be reasonably necessary in order to
procure quotation of the Approved Successor Shares issued under these
Terms on the stock exchanges on which the other Approved Successor
Shares are quoted at the time of a Conversion,
Westpac may, with APRA's prior written approval, but without the authority, assent or
approval of Holders, give a notice (an Approved Replacement Notice) to Holders
(which, if given, must be given as soon as practicable before the Replacement and in any
event no later than 10 Business Days before the Replacement occurs) specifying the
amendments to these Terms which will be made in accordance with this clause 13.4 to
effect the substitution of the Approved Successor as the debtor in respect of Westpac
Capital Notes 2 and the issuer of ordinary shares on Conversion.
An Approved Replacement Notice, once given, is irrevocable.
(b)If Westpac gives an Approved Replacement Notice to Holders in accordance with clause
13.4(a), then with effect on and from the date specified in the Approved Replacement
Notice:
(i)the Approved Successor will assume all of the obligations of, and succeed to, and
be substituted for, and may exercise every right and power of, Westpac under
these Terms (as may be amended from time to time) with the same effect as if
the Approved Successor had been named as Westpac in these Terms;
(ii)Westpac (or any corporation which has previously assumed the obligations of
Westpac) will be released from its liability under the Terms;
(iii)references to Westpac in these Terms will be taken to be references to the
Approved Successor and references to Ordinary Shares in these Terms will be
taken to be references to Approved Successor Shares;
(iv)such other amendments may be made to these Terms as in Westpac's
reasonable opinion are necessary and appropriate to effect the substitution of an
Approved Successor as debtor in respect of Westpac Capital Notes 2 and the
issuer of the Approved Successor Shares on Conversion in the manner
contemplated by these Terms (including such amendment as is necessary or
expedient for the purposes of complying with the provisions of Chapter 2L of the
Corporations Act where the Approved Successor is not an ADI).
(c)Where an amendment under clause 13.4(b) results in Approved Successor Shares being
issued to Holders, each Holder agrees to become a member of the Approved Successor
immediately prior to the issue of the Approved Successor Shares and appoints Westpac
as its attorney as contemplated under clause 14.10 to do all things necessary or desirable
to give effect to this clause 13.4.
(d)Westpac must not issue an Approved Replacement Notice unless:
(i)the Approved Successor or another entity which is not a member of the Westpac
Group and approved by APRA subscribes for Ordinary Shares or other capital

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 25
instruments acceptable to APRA in such amount as may be necessary, or take
other steps acceptable to APRA to ensure that the capital position of Westpac on
a Level 1 and Level 2 basis as described in the Prudential Standards will not be
adversely affected, including, if required by APRA or the Prudential Standards,
undertaking any capital injection in relation to Westpac to replace the Westpac
Capital Notes 2; and
(ii)any capital injection carried out pursuant to paragraph clause 13.4(d)(i) is:
(A)unconditional;
(B)occurs simultaneously with the substitution of the Approved Successor;
and
(C)of equal or better quality capital and at least the same amount as the
Westpac Capital Notes 2, unless otherwise approved by APRA in writing.
(e)Nothing in this clause 13.4 prevents Westpac from proposing, or limits, any scheme of
arrangement or other similar proposal that may be put to Holders or other members of
Westpac.
13.5Meanings
In this clause amend includes modify, cancel, alter or add to and amendment has a
corresponding meaning.
14General
14.1Not deposit liabilities or protected accounts
(a)Westpac Capital Notes 2 are not deposit liabilities of Westpac nor protected accounts for
the purposes of the Banking Act or Financial Claims Scheme and are not subject to the
depositor protection provisions of the Banking Act.
(b)No member of the Westpac Group (other than Westpac) has any liability for Westpac
Capital Notes 2 and neither Westpac nor any member of the Westpac Group guarantees
Westpac Capital Notes 2.
14.2Further issues
Westpac reserves the right to issue further Westpac Capital Notes 2 or other securities which
rank senior to, equally with or behind existing Westpac Capital Notes 2, whether in respect
distributions, dividends, return of capital on a Winding Up or otherwise.
14.3No set-off
Neither Westpac nor any Holder is entitled to set-off any amounts due in respect of the Westpac
Capital Notes 2 against any amount of any nature owed by Westpac to the Holder or by the
Holder to Westpac (as applicable).
14.4Quotation
Westpac must use all reasonable endeavours and furnish all such documents, information and
undertakings as may be reasonably necessary in order to procure quotation of Westpac Capital
Notes 2 on the financial market operated by ASX.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 26
14.5Meetings
The Deed Poll contains provisions for convening meetings of the Holders. Any such meeting may
consider any matters affecting the interests of Holders, including, without limitation, the
amendment of the Terms and the granting of approvals, consents and waivers.
14.6Notices
The Deed Poll contains provisions for the giving of notices.
14.7No other rights
Before Conversion, Westpac Capital Notes 2 confer no rights on a Holder:
(a)to vote at, or receive notices of, any meeting of shareholders of Westpac;
(b)to subscribe for new securities or to participate in any bonus issues of securities of
Westpac; or
(c)to otherwise participate in the profits or property of Westpac, except as set out in these
Terms.
14.8Ability to trade, buy-back or purchase
(a)Westpac or any member of the Westpac Group may, to the extent permitted by applicable
laws and regulations and with APRA's prior written approval, at any time buy or sell
Westpac Capital Notes 2 in the open market, by tender to all or some of the Holders, by
private agreement or in any other manner, at any price.
(b)Subject to APRA's prior written approval, Westpac may purchase on-market or otherwise
conduct a buy-back in relation to Westpac Capital Notes 2 at any time and at any price.
(c)Any Westpac Capital Note 2 purchased or bought-back by Westpac pursuant to this
clause is immediately cancelled.
14.9Waiver of immunity
Westpac irrevocably and unconditionally waives any objection it may now or in the future have to
the venue of any proceedings, and any claim it may now or in the future have that any
proceedings have been brought in an inconvenient forum, if that venue falls within clause 15.
14.10 Power of attorney
Each Holder irrevocably appoints each of Westpac, its officers and any liquidator or administrator
of Westpac (each an Attorney) severally to be the attorney of the Holder with power in the name
and on behalf of the Holder to sign all documents and transfers and do any other thing as may in
the Attorney’s opinion be necessary or desirable to be done in order for the Holder to observe or
perform the Holder’s obligations under these Terms
The power of attorney given in this clause 14.10 is given for valuable consideration and to secure
the performance by the Holder of the Holder’s obligations under these Terms and is irrevocable.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 27
15Governing Law
These Terms are governed by the laws of New South Wales, Australia. Each party irrevocably
submits to the non-exclusive jurisdiction of the courts of New South Wales, and agrees that it will
not object to the venue or claim that the relevant action or proceedings have been brought in an
inconvenient forum.
16Interpretation and definitions
16.1Interpretation
The following rules of interpretation apply in these Terms unless the contrary intention appears or
the context otherwise requires.
(a)Definitions and interpretation under Westpac’s constitution will also apply to these Terms
unless the contrary intention is expressed.
(b)Unless the context otherwise requires, if there is any inconsistency between the
provisions of these Terms and Westpac’s constitution then, to the maximum extent
permitted by law, the provisions of these Terms will prevail.
(c)Unless otherwise specified, the Westpac Directors may exercise all powers of Westpac
under these Terms as are not, by the Corporations Act or by Westpac’s constitution,
required to be exercised by Westpac in general meeting.
(d)Notices may be given by Westpac to a Holder in the manner prescribed by Westpac’s
constitution for the giving of notices to members of Westpac and the relevant provisions
of Westpac’s constitution apply with all necessary modification to notices to Holders.
(e)Unless otherwise specified, a reference to a clause is a reference to a clause of these
Terms.
(f)If a calculation is required under these Terms, unless the contrary intention is expressed,
the calculation will be rounded to four decimal places.
(g)If a payment is required to be made under these Terms, unless the contrary intention is
expressed, the payment will be made in Australian dollars only.
(h)Any provisions which refer to the requirements of APRA or any other prudential regulatory
requirements will apply to Westpac only if Westpac is an entity, or the holding company of
an entity, subject to regulation and supervision by APRA at the relevant time.
(i)Any provisions in these Terms requiring the prior written approval by APRA for a
particular course of action to be taken by Westpac do not imply that APRA has given its
consent or approval to the particular action as of the Issue Date.
(j)The terms takeover bid, relevant interest, scheme of arrangement, buy-back and on-
market buy-back when used in these Terms have the meaning given in the Corporations
Act.
(k)Headings and boldings are for convenience only and do not affect the interpretation of
these Terms.
(l)The singular includes the plural and vice versa.
(m)A reference to a statute, ordinance, code or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or replacements of
any of them.
(n)Other than in relation to a Capital Trigger Event or a Non-Viability Trigger Event (including
a Conversion of the Westpac Capital Notes 2 on a Capital Trigger Event Conversion Date

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 28
or Non-Viability Trigger Event Conversion Date and any termination of rights under
clause 5.8) and other than as otherwise specified in these Terms, if an event under these
Terms must occur on a stipulated day which is not a Business Day, then the event will be
done on the next Business Day.
(o)A reference to $, dollars or cents is a reference to the lawful currency of Australia.
(p)A reference to time in these Terms is a reference to Sydney, New South Wales, Australia
time.
(q)Calculations, elections and determinations made by Westpac under these Terms are
binding on Holders in the absence of manifest error.
(r)If any provision of these Terms is prohibited or unenforceable in its terms but would not
be prohibited or unenforceable if it were read down, and is capable of being read down,
that provision must be read down accordingly. If, despite this clause, a provision is still
prohibited or unenforceable, if the provision would not be prohibited or unenforceable if a
word or words were omitted, the relevant words must be severed and, in any other case,
the whole provision must be severed. However, the remaining provisions of the Terms
are of full force and effect.
16.2Definitions
In these Terms, except where the contrary intention appears:
Acquisition Event means:
(a)a takeover bid is made for Ordinary Shares and the offer is, or becomes, unconditional
and the bidder has a relevant interest in more than 50% of the Ordinary Shares on issue;
or
(b)a court orders one or more meetings to be convened to approve a scheme of
arrangement under part 5.1 of the Corporations Act which scheme would result in a
person having a relevant interest in more than 50% of the Ordinary Shares that will be on
issue after the scheme is implemented and either:
(i)the relevant classes of members pass a resolution approving the scheme; or
(ii)an independent expert issues a report that the proposals in connection with the
scheme are in the best interests of the holders of Ordinary Shares; or
(iii)Holders are treated as being a separate class for the purposes of a scheme of
arrangement in respect of the replacement of Westpac as the ultimate holding
company of the Westpac Group.
Notwithstanding the foregoing, the proposed replacement of Westpac as the ultimate holding
company of the Westpac Group shall not constitute an Acquisition Event if:
(c)the proposed successor holding company complies with all applicable legal requirements
and obtains any necessary regulatory approvals (including APRA's prior written
approval);
(d)the proposed successor holding company agrees to take any necessary action to give
effect to an amendment to the Terms as contemplated in clause 13.4;
(e)the ordinary shares of the proposed successor holding company are to be listed on any
internationally recognised stock exchange;
(f)the proposed successor holding company has a place of business in New South Wales or
has appointed a process agent in New South Wales to receive service of process on its

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 29
behalf in relation to any legal proceedings arising out of or in connection with Westpac
Capital Notes 2;
(g)the proposed successor holding company has, in the reasonable opinion of Westpac, the
financial capacity to satisfy Westpac's obligations under these Terms and the Deed Poll;
and
(h)the proposed replacement of Westpac and the events described in paragraphs (c) to (e)
would not, in the reasonable opinion of Westpac, otherwise adversely affect the interests
of Holders.
Acquisition Event Conversion Date has the meaning set out in clause 5.9(a)(iii).
Additional Tier 1 Capital has the meaning prescribed by APRA in the Prudential Standards.
ADI means an Authorised Deposit-taking Institution under the Banking Act.
Administrative Action means any judicial decision, official administrative pronouncement or
action, published or private ruling, interpretative decision, regulatory procedure or policy,
application of a regulatory procedure or policy and any notice or announcement (including any
notice or announcement of intent to adopt or make any of those things).
Applicable Regulation means the ASX Listing Rules, the ASX Settlement Operating Rules, the
rules and regulations of CHESS, the Corporations Act and any rules or regulations made under or
pursuant to them.
Approved Replacement Notice has the meaning given in clause 13.4(a).
Approved Successor means a holding company that replaces, or is proposed to replace,
Westpac as the ultimate holding company of the Westpac Group and that satisfies the
requirements under paragraphs (c) to (h) of the definition of 'Acquisition Event' in these Terms.
Approved Successor Share means a fully paid ordinary share in the capital of the Approved
Successor.
APRA means the Australian Prudential Regulation Authority (ABN 79 635 582 658) or any
authority succeeding to its powers or responsibilities.
ASX means ASX Limited (ABN 98 008 624 691) or the securities market operated by it, as the
context requires.
ASX Listing Rules means the listing rules of ASX from time to time with any modifications or
waivers in their application to Westpac, which ASX may grant.
ASX Settlement Operating Rules means the settlement operating rules of ASX from time to
time with any applicable modification or waiver granted by ASX.
Bank Bill Rate has the meaning given in clause 3.1.
Banking Act means the Banking Act 1959 (Cth).
Bookbuild means a process conducted by or on behalf of Westpac whereby bids are lodged for
the Westpac Capital Notes 2, and, on the basis of those bids, Westpac determines the Margin.
Business Day means a business day as defined in the ASX Listing Rules.
Buy Back means a transaction involving the acquisition by Westpac of its Ordinary Shares
pursuant to the provisions of Part 2J of the Corporations Act.
Capital Reduction means a reduction in capital by Westpac of its Ordinary Shares in any way
permitted by the provisions of Part 2J of the Corporations Act.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 30
Capital Securities means shares or any equity, hybrid or subordinated debt capital security
(whether comprised of one or more instruments) issued by Westpac excluding the Westpac
Capital Notes 2. Capital Security has the corresponding meaning.
Capital Trigger Event has the meaning given in clause 5.1.
Capital Trigger Event Conversion Date has the meaning set out in clause 5.2(d)(iii).
Change of Law means:
(a)an amendment to, change in or announced prospective change that has been or will be
introduced in any laws or regulations under those laws affecting taxation in Australia;
(b)a judicial decision interpreting, applying or clarifying laws or regulations affecting taxation
in Australia;
(c)an administrative pronouncement, ruling, confirmation, advice or action (including a
failure or refusal to provide a ruling) affecting taxation in Australia that represents an
official position, including a clarification of an official position of the governmental
authority or regulatory body in Australia making the administrative pronouncement or
taking any action; or
(d)a challenge in relation to (or in connection with) Westpac Capital Notes 2 asserted or
threatened in writing from the Australian Taxation Office,
which amendment or change is announced or which action or clarification or challenge occurs on
or after the Issue Date and which Westpac did not expect as at the Issue Date.
CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement
Pty Limited (ABN 49 008 504 532).
Common Equity Tier 1 Capital has the meaning prescribed by APRA in the Prudential
Standards.
Conversion means, the conversion of all, some or a proportion of each Westpac Capital Note 2
into Ordinary Shares under these Terms and Convert and Converted have corresponding
meanings.
Conversion Date means the applicable:
(a)Scheduled Conversion Date;
(b)Capital Trigger Event Conversion Date;
(c)Non-Viability Trigger Event Conversion Date;
(d)Acquisition Event Conversion Date; or
(e)Optional Conversion Date.
Conversion Number has the meaning given in clause 9.1.
Corporations Act means the Corporations Act 2001 (Cth).
Deed Poll means the deed poll entitled “Westpac Capital Notes 2 Deed Poll” executed by
Westpac and dated 7 May 2014.
Distribution has the meaning given in clause 3.1.
Distribution Payment Date has the meaning given in clause 3.5.
Distribution Period means the period from (but excluding) the Issue Date until (and including)
the first Distribution Payment Date or thereafter from (but excluding) each Distribution Payment
Date until (and including) the next Distribution Payment Date.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 31
Distribution Rate has the meaning given in clause 3.1.
Dividends means any interim, final or special dividends payable in accordance with the
Corporations Act and Westpac's Constitution in relation to Ordinary Shares.
Equal Ranking Capital Security means:
(a)in the case of a dividend, distribution or interest in respect of the Capital Security, a
Capital Security (including TPS 2004 Preference Shares, TPS 2004 Debentures, TPS
2006 Preference Shares, TPS 2006 Notes, SPS 2008 II Preference Shares, SPS 2008 II
Notes, Westpac CPS 2012 and Westpac Capital Notes) which ranks or is expressed to
rank for payment of the dividend, distribution or interest equally with Westpac Capital
Notes 2; and
(b)in the case of redemption or repayment of, reduction of capital on, cancellation of or
acquisition of the Capital Security, a Capital Security (including TPS 2004 Preference
Shares, TPS 2004 Debentures, TPS 2006 Preference Shares, TPS 2006 Notes, SPS
2008 II Preference Shares, SPS 2008 II Notes, Westpac CPS 2012 and Westpac Capital
Notes) which ranks or is expressed to rank equally with Westpac Capital Notes 2 for
repayment or a return of capital if Westpac is wound up.
Face Value means as applicable either:
(a)the Initial Face Value; or
(b)the Initial Face Value reduced by the amount of Face Value per Westpac Capital Note 2
which has previously been Converted in accordance with clause 5.2 or clause 5.4 or the
rights in respect of which have been terminated in accordance with clause 5.8.
FATCA means sections 1471 through 1474 of the United States Internal Revenue Code of 1986,
as amended (or any consolidation, amendment, re-enactment or replacement of those provisions
and including any regulations or official interpretations issued, agreements entered into or non-
US laws enacted with respect to those provisions).
Final Pro-Rata Distribution Date means 23 September 2022.
Financial Claims Scheme means the financial claims scheme established under the Banking
Act.
First Pro-Rata Distribution Date means the Reinvestment Date.
First Scheduled Conversion Condition has the meaning set out in clause 4.2(a)(i).
Foreign Holder means a Holder whose address in the Westpac Capital Notes 2 Register is a
place outside Australia or who Westpac otherwise believes may not be a resident of Australia and
Westpac is not satisfied that the laws of the Holder’s country of residence permit the offer, holding
or acquisition of Ordinary Shares to the Holder (but Westpac will not be bound to enquire into
those laws), either unconditionally or after compliance with conditions which Westpac, in its
absolute discretion, regards as acceptable and not unduly onerous.
Holder means, in respect of a Westpac Capital Note 2, the person whose name is for the time
being entered in the Westpac Capital Notes 2 Register as the owner of it or, where it is held
jointly by two or more persons, the persons whose names appear in the Westpac Capital Notes 2
register as the joint owners of the Westpac Capital Note 2.
Ineligible Holder means either:
(a)a Holder who is prohibited or restricted by any applicable law or regulation in force in
Australia (including but not limited to Chapter 6 of the Corporations Act, the Foreign
Acquisitions and Takeovers Act 1975 (Cth), the Financial Sector (Shareholdings) Act
1998 (Cth) and Part IV of the Competition and Consumer Act 2010 (Cth)) from being

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 32
offered, holding or acquiring Ordinary Shares (provided that if the relevant prohibition or
restriction only applies to the Holder in respect of some of its Westpac Capital Notes 2, it
shall only be treated as an Ineligible Holder in respect of those Westpac Capital Notes 2
and not in respect of the balance of its Westpac Capital Notes 2); or
(b)a Foreign Holder.
Initial Face Value means $100 per Westpac Capital Note 2.
Issue Date means the date on which Westpac Capital Notes 2 are issued, which is expected to
be on or about 23 June 2014.
Issue Date VWAP means the VWAP during the period of 20 Business Days on which trading in
Ordinary Shares took place immediately preceding but not including the Issue Date, as adjusted
in accordance with clauses 9.4 to 9.7.
Level 1 and Level 2 has the meaning prescribed by APRA in the Prudential Standards.
Liquidator means the liquidator or other official responsible for the conduct and administration of
a Winding Up.
Liquidation Sum means an amount of surplus assets equal to $100 per Westpac Capital Note 2
(as adjusted for any Conversion under clauses 5.2 or 5.4 or any termination of rights under
clause 5.8).
Margin has the meaning given in clause 3.1.
Maximum Conversion Number has the meaning given in clause 9.1.
Next Distribution Payment Date means the scheduled quarterly Distribution Payment Date
immediately following the date on which the Optional Conversion Notice, Redemption Notice or
Transfer Notice (as applicable) was given by Westpac provided that if such Distribution Payment
Date is less than 21 Business Days following the date on which such notice was given then it
shall be the immediately following Distribution Payment Date.
Nominated Party means one or more third parties selected by Westpac in its absolute discretion
(which cannot include a member of the Westpac Group or a related entity (as described in the
Prudential Standards) of Westpac).
Non-Viability Trigger Event has the meaning given in clause 5.3.
Non-Viability Trigger Event Conversion Date has the meaning set out in clause 5.4(c)(iii).
Optional Conversion means a Conversion in accordance with clause 6.
Optional Conversion Date means, :
()in respect of each Westpac Capital Note 2:
()(a)23 September 2022; or
(i)(b)the date specified by Westpac as the Optional Conversion Date in accordance
with clause 6.3(b)(i)(B).; or
(a)in respect of all or some Reinvestment Capital Notes 2, the Reinvestment Date in respect
of a Conversion pursuant to clause 6.1(a)(iii); or
(b)in respect of all or some Westpac Capital Notes 2, 23 September 2022 in respect of a
Transfer pursuant to clause 6.1(a)(iv).
Optional Conversion Notice means a notice issued in accordance with clause 6.
Optional Conversion Restriction has the meaning given in clause 6.2.
Ordinary Share means a fully paid ordinary share in the capital of Westpac.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 33
Prospectus means the prospectus relating to the offer of Westpac Capital Notes 2 dated on or
about 7 May 2014 and any supplementary or replacement prospectus.
Prudential Standards means the Prudential Standards and guidelines published by APRA and
applicable to Westpac or the Westpac Group from time to time.
Reclassification has the meaning given in clause 9.3.
Record Date means, in the case of:
(a)the payment of Distributions, the date which is eight calendar days before the relevant
Distribution Payment Date (or such other date as determined by Westpac and notified to
ASX) or, if that date does not fall on a Business Day, the immediately preceding Business
Day (or such other date as may be prescribed under the ASX Listing Rules or, if not
prescribed by the ASX Listing Rules, a date determined by Westpac and notified to ASX);
and
(b)the payment of Distributions in respect of the Distribution Period ending on the First Pro-
Rata Distribution Date or Final Pro-Rata Distribution Date, a date falling prior to the First
Pro-Rata Distribution Date or Final Pro-Rata Distribution Date, as applicable, which is
determined by Westpac to be the Record Date for that Distribution or such other date as
may be required by ASX and adopted by Westpac;
(b(c)the payment of the Face Value of the Westpac Capital Note 2 upon a Redemption or
Transfer, a date determined by Westpac and notified to ASX (or such other date as may
be prescribed by ASX).
Redemption means the redemption of all or some Westpac Capital Notes 2 for their Face Value
under these Terms and Redeem, Redeemable and Redeemed have corresponding meanings.
Redemption Date means, :
()in respect of each Westpac Capital Note 2:
(i)(a)23 September 2022; or
(ii)(b)the date specified by Westpac as the Redemption Date in accordance with
clause 7.2(b)(i)(B).; or
(a)in respect of all or some Reinvestment Capital Notes 2, the Reinvestment Date in respect
of a Redemption pursuant to clause 7.1(a)(iii); or
(b)in respect of all or some Westpac Capital Notes 2, 23 September 2022 in respect of a
Transfer pursuant to clause 7.1(a)(iv).
Redemption Notice means a notice issued in accordance with clause 7.
Registrar means Link Market Services Limited (ABN 54 083 214 537) or any other person
appointed by Westpac to maintain the Westpac Capital Notes 2 Register.
Regulatory Event means either:
(a)as a result of:
(i)any amendment to, clarification of, or change (including any announcement of a
prospective change that has been or will be introduced) in, the laws or regulations
of Australia; or
(ii)any Administrative Action or any amendment to, clarification of, or change in an
Administrative Action,
in each case by any legislative body, court, government authority or regulatory body
(irrespective of the manner in which such amendment, clarification, change or

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 34
Administrative Action is effective or Administrative Action is announced) after the Issue
Date provided it was not expected by Westpac as at the Issue Date:
(iii)additional requirements would be imposed on the Westpac Group in relation to
the Westpac Capital Notes 2; or
(iv)there would be a negative impact on the Westpac Group in relation to (or in
connection with) Westpac Capital Notes 2,
in relation to which Westpac has received a supporting opinion of reputable legal counsel
in Australia, experienced in such matters, or confirmation from APRA, and which Westpac
determines, at its sole discretion, to be unacceptable; or
(b)Westpac determines, after having received a supporting opinion of reputable legal
counsel in Australia, experienced in such matters, or confirmation from APRA, that all,
some or a proportion of all or some Westpac Capital Notes 2 are not or will not be treated
as Additional Tier 1 Capital of the Westpac Group under the Prudential Standards, other
than as a result of a change of treatment expected by Westpac as at the Issue Date or
because Westpac has exceeded a limit or other restriction on the recognition of Additional
Tier 1 Capital which was in effect on the Issue Date or which on the Issue Date is
expected by Westpac to come into effect.
Reinvestment Capital Note 2 means any Westpac Capital Note 2 which is to be reinvested in
Westpac Capital Notes 9 under the Reinvestment Offer.
Reinvestment Date means the date of issue of Westpac Capital Notes 9, as described in the
Westpac Capital Notes 9 Prospectus.
Reinvestment Offer means the offer made by Westpac to eligible Holders to reinvest all or some
of the Transfer proceeds of their Westpac Capital Notes 2 in Westpac Capital Notes 9 on the
terms and conditions set out in the Westpac Capital Notes 9 Prospectus.
Relevant Security means a security forming part of the Tier 1 Capital of Westpac on a Level 1
basis or Level 2 basis.
Replacement has the meaning given in clause 13.4(a).
Sale Agent means the nominee (who cannot be a member of the Westpac Group or a related
entity (as described in the Prudential Standards) of Westpac) appointed by Westpac under the
facility established for the sale of Ordinary Shares issued by Westpac on Conversion on behalf of
Holders who do not wish to receive Ordinary Shares on Conversion or who are Ineligible Holders.
Scheduled Conversion Conditions means the conditions in clause 4.2.
Scheduled Conversion Date has the meaning given in clause 4.1.
Second Scheduled Conversion Condition has the meaning set out in clause 4.2(a)(ii).
Senior Creditors means all creditors of Westpac (present and future), including depositors of
Westpac and all holders of Westpac's senior or subordinated debt:
(a)whose claims are admitted in a Winding Up; and
(b)whose claims are not made as holders of indebtedness arising under:
(i)an Equal Ranking Capital Security; or
(ii)an Ordinary Share.
Solvent Reconstruction means a scheme of amalgamation or reconstruction, not involving a
bankruptcy or insolvency, where the obligations of Westpac in relation to the outstanding
Westpac Capital Notes 2 are assumed by the successor entity to which all, or substantially all of

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 35
the property, assets and undertaking of Westpac are transferred or where an arrangement with
similar effect not involving a bankruptcy or insolvency is implemented.
Special Resolution means:
(a)a resolution passed at a meeting of Holders by a majority of at least 75% of the votes
validly cast by Holders in person or by proxy and entitled to vote on the resolution; or
(b)the written approval of Holders holding at least 75% of the Westpac Capital Notes 2.
SPS 2008 II Notes means the notes issued by Westpac under the note deed poll dated
20 February 2009.
SPS 2008 II Preference Shares means the preference shares of Westpac designated as 2008
Series II Preference Shares.
Subsidiary has the meaning given in the Corporations Act.
Tax Act means:
(a)the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997
(Cth) (both as amended from time to time, as the case may be, and a reference to any
section of the Income Tax Assessment Act 1936 (Cth) includes a reference to that section
as rewritten in the Income Tax Assessment 1997 (Cth)); and
(b)any other law setting the rate of income tax payable; and
(c)any regulation made under such laws.
Tax Event occurs when Westpac determines, after receiving a supporting opinion of reputable
legal counsel or other tax adviser in Australia, experienced in such matters, that (as a result of a
Change of Law) there is a more than insubstantial risk that:
(a) the Westpac Group would be exposed to a more than de minimis adverse tax
consequence or increased cost in relation to Westpac Capital Notes 2; or
(b)any Distribution would not be a frankable distribution within the meaning of Division 202
of the Tax Act.
Terms means these terms and conditions of Westpac Capital Notes 2.
Tier 1 Capital has the meaning prescribed by APRA in the Prudential Standards.
TPS 2004 Debentures means the securities issued under Westpac's Junior Subordinated
Indenture dated 13 August 2003 as supplemented by the Supplemental Indenture No 2 dated 5
April 2004.
TPS 2004 Preference Shares means the preference shares of Westpac designated as 2004
Series 1 Preference Shares.
TPS 2006 Notes means the notes issued by Westpac under the note deed between Westpac
and Westpac Funds Management Limited dated 10 May 2006.
TPS 2006 Preference Shares means the preference shares of Westpac designated as 2006
Series 1 Preference Shares.
Transfer means the transfer of Westpac Capital Notes 2 by Holders to a Nominated Party in
accordance with clause 8 and Transferred has a corresponding meaning.
Transfer Date means, :
()in respect of each Westpac Capital Note 2:
(i)(a)23 September 2022; or

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 36
(ii)(b)the date specified by Westpac as the Transfer Date in accordance with
clause 8.2(b)(i)(B).; or
(a)in respect of each Reinvestment Capital Note 2, the Reinvestment Date.
Transfer Notice means a notice issued in accordance with clause 8.
VWAP means, subject to any adjustments under clauses 9.2 and 9.3, the average of the daily
volume weighted average sale prices (rounded to the nearest full cent) of Ordinary Shares sold
on ASX during the relevant period or on the relevant days but does not include any "crossing"
transacted outside the "Open Session State" or any “special crossing” transacted at any time,
each as defined in the ASX Market Rules or any overseas trades or trades pursuant to the
exercise of options over Ordinary Shares.
VWAP Period means:
(a)in the case of a Conversion resulting from an Acquisition Event the lesser of:
()20 Business Days on which trading in Ordinary Shares took place immediately
preceding (but not including) the Acquisition Event Conversion Date; and
(i)the number of Business Days after the occurrence of the Acquisition Event on
which:
(A)the Ordinary Shares are quoted for trading on ASX; and
(B)trading in Ordinary Shares took place,
in each case immediately preceding (but not including) the Business Day
before the Acquisition Event Conversion Date.
(b)in the case of a Conversion resulting from a Capital Trigger Event, or a Non-Viability
Trigger Event, the period of 5 Business Days on which trading in Ordinary Shares took
place immediately preceding (but not including) the Conversion Date; and
(c)in the case of any other Conversion, the period of 20 Business Days on which trading in
Ordinary Shares took place immediately preceding (but not including) the Conversion
Date; or
(d)otherwise, the period for which the VWAP is to be calculated in accordance with these
Terms.
Westpac means Westpac Banking Corporation (ABN 33 007 457 141).
Westpac Capital Notes means the notes issued by Westpac under the note deed poll dated
30 January 2013.
Westpac Capital Notes 2 means the Westpac Capital Notes 2 issued by Westpac under the
Terms.Westpac Capital Notes 2 Register means the register of Holders maintained by Westpac
or its agent and includes any subregister established and maintained under CHESS.Terms.
Westpac Capital Notes 9 means the capital notes to be issued by Westpac on the terms and
conditions set out in the Westpac Capital Notes 9 Prospectus.
Westpac Capital Notes 9 Prospectus means the prospectus lodged by Westpac with ASIC on
or around 21 June 2022 and any replacement or supplementary prospectus, and may include
application forms accompanying that prospectus (including the electronic form).
Westpac CPS 2012 means the convertible preference shares of Westpac designated as
Westpac CPS.
Westpac Directors means some or all of the directors of Westpac acting as a board.
Westpac Group means Westpac and its controlled entities taken as a whole.

Westpac Capital Notes 2 Terms
(as amended on 21 June 2022)
page 37
Westpac Level 1 Common Equity Tier 1 Capital Ratio means, in respect of the Westpac Level
1 Group, the ratio of the Common Equity Tier 1 Capital of the Westpac Level 1 Group to the risk
weighted assets of the Westpac Level 1 Group, calculated in accordance with the Prudential
Standards.
Westpac Level 1 Group means either:
(a)Westpac; or
(b)the “extended licensed entity” which is comprised of Westpac and each Subsidiary of
Westpac as specified in any approval granted by APRA in accordance with the Prudential
Standards.
Westpac Level 2 Common Equity Tier 1 Capital Ratio means, in respect of the Westpac Level
2 Group, the ratio of the Common Equity Tier 1 Capital of the Westpac Level 2 Group to the risk
weighted assets of the Westpac Level 2 Group, calculated in accordance with the Prudential
Standards.
Westpac Level 2 Group means Westpac and each Subsidiary that is recognised by APRA as
part of Westpac's Level 2 group in accordance with the Prudential Standards.
Winding Up means:
(a)a court order is made for the winding up of Westpac; or
(b)an effective resolution is passed by shareholders or members for the winding up of
Westpac, other than in connection with a Solvent Reconstruction.
A Winding Up must be commenced by a court order or an effective resolution of shareholders or
members. Neither (i) the making of an application, the filing of a petition, or the taking of any other
steps for the winding up of Westpac (or any other procedure whereby Westpac may be dissolved,
liquidated, sequestered or cease to exist as a body corporate), nor (ii) the appointment of a
receiver, administrator, administrative receiver, compulsory manager, ADI statutory manager or
other similar officer (other than a Liquidator) in respect of Westpac, constitutes a Winding Up for
the purposes of these Terms.
16.3Inconsistency with ASX Listing Rules
So long as Westpac Capital Notes 2 are quoted on ASX, these Terms as they relate to those
Westpac Capital Notes 2 are to be interpreted in a manner consistent with the applicable ASX
Listing Rules, provided always that where a clause of the Terms is required to give effect to the
Prudential Standards, the interpretation which gives effect to that APRA requirement shall prevail.