Issue of Tier 2 Capital – Cleansing Notice

ASX
Release

7 SEPTEMBER 2022
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Westpac Banking Corporation (“Westpac”) – issue of SGD450,000,000 Fixed Rate
Reset Subordinated Instruments due 7 September 2032 (the “Subordinated
Instruments”)
Cleansing notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth)
(“Act”) as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument
2016/71 (“Instrument”)
1. Westpac will issue the Subordinated Instruments on 7 September 2022. Offers of the
Subordinated Instruments do not require disclosure to investors under Part 6D.2 of
the Act.
2. The terms and conditions of the Subordinated Instruments (“Conditions”) are set out
on pages 61 to 157 of the Information Memorandum relating to Westpac’s
Programme for the Issuance of Debt Instruments dated 8 November 2021
(“Information Memorandum”), as supplemented by the Pricing Supplement dated 5
September 2022, the form of which is attached to this notice as Annexure A (“Pricing
Supplement”). The Information Memorandum was released to the Australian
Securities Exchange (“ASX”) on 9 November 2021 and may be viewed at
www.asx.com.au.
3. The Subordinated Instruments are expected to be treated as Tier 2 regulatory capital
under the Basel III capital adequacy framework as implemented in Australia by the
Australian Prudential Regulation Authority (“APRA”).
4. If APRA determines that Westpac is or would become non-viable, the Subordinated
Instruments may be:
(a) Converted into fully paid ordinary shares in the capital of Westpac; or
(b) immediately and irrevocably Written-off (and rights attaching to the
Subordinated Instruments terminated) if for any reason Conversion does not
occur within five ASX Business Days of APRA notifying Westpac of the
determination,
in accordance with the Conditions.
5. In order to enable ordinary shares in the capital of Westpac issued on Conversion to
be sold without disclosure under Chapter 6D of the Act, Westpac has elected to give
this notice under section 708A(12H)(e) of the Act as inserted by the Instrument. The
Level 18, 275 Kent Street
Sydney, NSW, 2000

Page 2
Conditions and the information in the attached Schedule are included in, and form
part of, this notice.
6. Westpac confirms that:
(a) the information in this notice remains current as at today’s date;
(b) this notice complies with section 708A of the Act, as notionally modified by the
Instrument; and
(c) this notice complies with the content requirements of section 708A(12I) of the
Act as inserted by the Instrument.
7. Unless otherwise defined, capitalised expressions used in this notice have the
meanings given to them in the Information Memorandum or Pricing Supplement.

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This market announcement does not constitute an offer to sell or the solicitation of an offer to
buy any securities in the United States or any other jurisdiction. The securities offered have
not been and will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered, sold or delivered in the United States or to, or for the account or benefit
of, U.S. persons, except in certain transactions permitted by U.S. tax regulations.

Page 3
SCHEDULE
A. Effect on Westpac of the offer of the Subordinated Instruments
The issuance of the Subordinated Instruments is expected to raise Tier 2 regulatory capital
to satisfy Westpac’s regulatory requirements and maintain the diversity of Westpac’s
sources and types of capital funding.
The proceeds from the issue of the Subordinated Instruments will be used for general
corporate purposes. Those proceeds, less the costs of the issue, will be classified as loan
capital in the financial statements of Westpac. The issue of the Subordinated Instruments
will not have a material impact on Westpac’s financial position.
The proceeds of the issue, less the costs of the issue, are expected to increase Westpac’s
total capital ratio on a Level 2 basis by 0.1%.
B. Rights and liabilities attaching to the Subordinated Instruments
The rights and liabilities attaching to the Subordinated Instruments are set out in the
Conditions as supplemented by the Pricing Supplement.
C. Effect on Westpac of the issue of the ordinary shares if the Subordinated
Instruments are required to be Converted
1

A key feature of APRA’s requirements for Tier 2 regulatory capital instruments is that they
absorb losses at the point of non-viability of the issuer. The Conditions include provisions
that require the Subordinated Instruments to be Converted into ordinary shares in the capital
of Westpac or Written-off on the occurrence of a Non-Viability Trigger Event. A Non-Viability
Trigger Event will occur when APRA notifies Westpac in writing that it believes that relevant
non-viability circumstances (as described in the definition of “Non-Viability Trigger Event” in
the Conditions) subsist, which could occur at any time.
If a Non-Viability Trigger Event occurs and Westpac Converts the Subordinated Instruments
and issues ordinary shares to Holders (as required under the Conditions), the effect of
Conversion on Westpac would be to reduce loan capital by the principal amount, less any
unamortised costs of the issue, of the Subordinated Instruments being Converted and
increase Westpac’s shareholders’ equity (ordinary share capital) by a corresponding
amount. APRA has not provided extensive guidance as to how it would determine
non‑viability. Non-viability could be expected to include serious impairment of Westpac’s
financial position and concerns about its capital, funding or liquidity levels and/or insolvency.
APRA has indicated that non-viability is likely to arise prior to insolvency.
The number of ordinary shares issued on Conversion is variable, but is limited to the
Maximum Conversion Number. Limiting the number of ordinary shares which may be issued
to the Maximum Conversion Number means that it is likely that Holders will receive a
number of ordinary shares that have a market value that is significantly less than the
Outstanding Principal Amount of the Subordinated Instruments. The Australian Dollar may
depreciate in value against the Singapore Dollar by the time of Conversion. In that case, the
Maximum Conversion Number is more likely to apply.

1
If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Subordinated
Instruments and the issuer of ordinary shares, Subordinated Instruments may be Converted into fully paid ordinary
shares in the capital of an Approved Successor in accordance with the Conditions. This notice also enables ordinary
shares in the capital of an Approved Successor which is a NOHC for the purposes of the Banking Act 1959 (Cth) and the
ultimate holding company of Westpac issued on Conversion to be sold without disclosure under Chapter 6D of the Act.
Refer to the Conditions and the Instrument for further information.

Page 4
The Maximum Conversion Number is calculated based on a VWAP set to reflect 20% of the
Issue Date VWAP. The Maximum Conversion Number may be adjusted to reflect a
consolidation, division or reclassification or pro rata bonus issue, of ordinary shares.
However, no adjustment will be made to it on account of other transactions which may affect
the price of ordinary shares, including for example, rights issues, returns of capital, buy-
backs or special dividends.
The Maximum Conversion Number is 60,007.4957 Westpac ordinary shares per
Subordinated Instrument (with denominations of SGD250,000), based on the Issue Date
VWAP of AUD21.81. If Conversion of any Subordinated Instruments does not occur for any
reason within five ASX Business Days after the occurrence of the Non-Viability Trigger
Event, the Subordinated Instruments will be Written-off , and all corresponding rights and
claims of Holders under the Conditions (including with respect to payments of interest, the
repayment of the Outstanding Principal Amount and upon Conversion, the receipt of ordinary
shares) will be immediately and irrevocably written-off and terminated, with effect on and
from the Non-Viability Trigger Event Date in accordance with the Conditions, and investors
will lose all or some of their investment and will not receive any compensation.
D. Rights and liabilities attaching to the ordinary shares in the capital of Westpac
Westpac was registered on 23 August 2002 as a public company limited by shares under the
Act. Westpac’s constitution was most recently amended at the general meeting held on 15
December 2021 (“Constitution”, as amended from time to time). The ordinary shares in the
capital of Westpac are admitted to trading on ASX. The rights attaching to the ordinary
shares in the capital of Westpac are set out in the Act and the Constitution.
In addition, the rights and liabilities attaching to the ordinary shares in the capital of Westpac
are described on pages 204 to 206 of the Information Memorandum
2
.
E. Additional information
Information about the Subordinated Instruments is contained in the Information
Memorandum and the Pricing Supplement.
Westpac is a disclosing entity for the purposes of the Act and, as a result, is subject to
regular reporting and disclosure obligations under the Act and the ASX Listing Rules. In
addition, Westpac must notify ASX immediately (subject to certain exceptions) if it becomes
aware of information about Westpac that a reasonable person would expect to have a
material effect on the price or value of its listed securities, including ordinary shares in the
capital of Westpac.
Copies of documents lodged with the Australian Securities and Investments Commission
(“ASIC”) can be obtained from, or inspected at, an ASIC office and Westpac’s ASX
announcements may be viewed at www.asx.com.au.
Any person has the right to obtain copies of:
• Westpac’s half-yearly and annual financial reports; and
• any continuous disclosure notices given by Westpac after the lodgement of the 2021
Westpac Group Annual Report, but before the date of this notice,

2
If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Subordinated
Instruments and the issuer of ordinary shares, then on Conversion Holders will be issued with fully paid ordinary shares in
the capital of the Approved Successor.

Page 5
from www.westpac.com.au/investorcentre, or by request made in writing to Westpac at:
Westpac Group Secretariat
Level 18
Westpac Place
275 Kent Street
Sydney NSW 2000

Page 6
ANNEXURE A

Form of Pricing Supplement dated 5 September 2022 in respect of the issue of
SGD450,000,000 Fixed Rate Reset Subordinated Instruments due 7 September 2032

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Subordinated Instruments are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU)
2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014
(as amended, the “EU PRIIPs Regulation”) for offering or selling the Subordinated Instruments or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Subordinated Instruments or otherwise making them available to any retail investor in the EEA may be
unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Subordinated Instruments are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018,
as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”); or (ii) a customer
within the meaning of the provisions of the UK’s Financial Services and Markets Act 2000, as amended (the
“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 in the
UK, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of
domestic law in the UK by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the
Subordinated Instruments or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Subordinated Instruments or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE “SFA”) – The Subordinated
Instruments are prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations
on Investment Products).
THIS PRICING SUPPLEMENT HAS BEEN ISSUED IN RESPECT OF INSTRUMENTS WHICH ARE NOT
ADMITTED TO THE OFFICIAL LIST OF THE UK FINANCIAL CONDUCT AUTHORITY OR TO ANY
EUROPEAN ECONOMIC AREA REGULATED MARKET, OR OFFERED TO THE PUBLIC IN THE
EUROPEAN ECONOMIC AREA FOR THE PURPOSES OF REGULATION (EU) 2017/1129 (AS
AMENDED) (THE “EU PROSPECTUS REGULATION”) OR IN THE UK FOR THE PURPOSES OF THE
FSMA. THIS PRICING SUPPLEMENT HAS NOT BEEN REVIEWED OR APPROVED BY THE UK
FINANCIAL CONDUCT AUTHORITY AND DOES NOT CONSTITUTE A BASE PROSPECTUS FOR THE
PURPOSES OF THE EU PROSPECTUS REGULATION OR REGULATION (EU) 2017/1129 AS IT FORMS
PART OF THE DOMESTIC LAW IN THE UK BY VIRTUE OF THE EUWA.

2
PRICING SUPPLEMENT
Series No.: 1484
Tranche No.: 1
WESTPAC BANKING CORPORATION ABN 33 007 457 141
Programme for the Issuance of Debt Instruments
Issue of
SGD450,000,000
Fixed Rate Reset Subordinated Instruments due 7
September 2032
by Westpac Banking Corporation
Legal Entity Identifier (LEI): EN5TNI6CI43VEPAMHL14
This document constitutes the Pricing Supplement relating to the issue of Subordinated Instruments
described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms
and Conditions (the “Terms and Conditions”) set forth in the Information Memorandum dated 8 November
2021 and any supplement to the Information Memorandum prepared by the Issuer from time to time
(together, the “Information Memorandum”). This Pricing Supplement must be read in conjunction with the
Information Memorandum.
Full information on the Issuer and the Subordinated Instruments described herein is only available on the
basis of a combination of this Pricing Supplement and the Information Memorandum. The Information
Memorandum is available for viewing at Camomile Court, 23 Camomile Street, London EC3A 7LL, United
Kingdom and copies may be obtained from the Specified Offices of the Paying Agents.
Where interest, discount income, prepayment fee, redemption premium or break cost is derived from any
of the Subordinated Instruments by any person who is not resident in Singapore and who carries on any
operations in Singapore through a permanent establishment in Singapore, the tax exemption available for
qualifying debt securities (subject to certain conditions) under the Income Tax Act 1947 of Singapore (the
“ITA”) shall not apply if such person acquires such Subordinated Instruments using the funds and profits of
such person’s operations through a permanent establishment in Singapore. Any person whose interest,
discount income, prepayment fee, redemption premium or break cost derived from the Subordinated
Instruments is not exempt from tax (including for the reasons described above) shall include such income
in a return of income made under the ITA.
Part A: Contractual Terms
The Subordinated Instruments being purchased have the following terms:
1. Issuer:
Westpac Banking Corporation, acting through its
head office

3
2. Date of Board Approval of the
Issuer:
Not applicable, save as discussed in paragraph 2 of
the “General Information” section of the Information
Memorandum.
3. Status: Subordinated
The primary method of loss absorption is
Conversion, subject to possible Write-off in
accordance with Condition 5.3.
For the purposes of:
• Condition 6.1, the formula to be used for
calculating the Conversion Number, P is
0.99; and
• Condition 6.10(b), the Clearing System Cut-
off Date is 10 ASX Business Days prior to the
Non-Viability Trigger Event Date.
4. Specified Currency:
(i) of denomination:
(ii) of payment:

Singapore Dollars (“SGD”)
SGD
5. Aggregate Principal Amount of
Tranche:
SGD450,000,000
6.
Aggregate Principal Amount of
Series:
SGD450,000,000
7. If interchangeable with existing
Series, Series No.:
Not applicable
8. Issue Date: 7 September 2022
9. Interest Commencement Date: Issue Date
10. Issue Price:
100 per cent. of the Aggregate Principal Amount of
Tranche
11. Maturity Date: 7 September 2032, subject to adjustment in
accordance with the Business Day Convention
specified in paragraph 21(vi i).
12. Total Expenses related to
admission to trading:
AUD5,000
13. Form of Subordinated Instruments: Bearer

4
(i) Initially represented by a
Temporary Global Instrument or
Permanent Global Instrument:
Temporary Global Instrument
(ii) Temporary Global Instrument
exchangeable for a Permanent
Global Instrument or for
Definitive Subordinated
Instruments:
Yes. The Exchange Date shall be no earlier than 40
days after the Issue Date.
(iii) Specify date (if any) from which
exchanges for Registered
Subordinated Instruments will be
made:
Not applicable
(iv) Permanent Global Instrument
exchangeable at the option of the
bearer for Definitive
Subordinated Instruments:
No. Permanent Global Instruments are only
exchangeable for Definitive Subordinated
Instruments in the limited circumstances set out in
Conditions 2.5(a) and (b).
(v) Talons for future Coupons to be
attached to Definitive
Subordinated Instruments:
No
14. If issued in registered form: Not applicable
15. Denomination: SGD250,000
16. Calculation Amount: SGD250,000
17. Type of Subordinated
Instrument(s):
Fixed Rate Reset Subordinated Instruments
18. Interest: 4.65 per cent. per annum Fixed Rate subject to the
Reset Rate. Further details are specified in
paragraph 21.
19. Change of interest basis: Not applicable
20. Fixed Rate Subordinated
Instruments:
Not applicable
21.
Fixed Rate Reset Subordinated
Instruments Provisions:
Applicable
(i) Initial Rate of Interest:
4.65 per cent. per annum payable semi-annually in
arrear for the period from, and including, the Issue
Date to, but excluding, the Interest Payment Date
scheduled to fall on 7 September 2027 (the “Early

5
Redemption Date (Call)”).
(ii) Fixed Rate Reset Date: Early Redemption Date (Call)
(iii) Reset Rate: A fixed rate per annum equal to the sum of (a) the
Reset Reference Rate and (b) the Reset Reference
Rate Spread payable semi-annually in arrear for the
period from, and including, the Early Redemption
Date (Call) to, but excluding, the Maturity Date.
(iv) Reset Reference Rate:
The 5-year SORA Overnight Indexed Swap rate (“5-
year SORA OIS”) appearing on the Relevant Screen
Page at the Reset Rate Time on the Reset
Determination Date.
- Relevant Screen Page: The 5-year SORA OIS available on the “OTC SGD
OIS” page on Bloomberg under the “BGN” panel and
the column headed “Ask”, or such other page as may
be determined by the Calculation Agent for the
purposes of displaying comparable rates.

- Reset Reference Rate
Spread:
1.751 per cent. per annum, being the difference
between the Initial Rate of Interest and the 5-year
SORA OIS of 2.899 per cent. per annum determined
at the time of pricing on 30 August 2022.
(v) Interest Payment Dates: 7 March and 7 September of each year commencing
on 7 March 2023 up to and including the Maturity
Date, subject in each case to adjustment in
accordance with the Business Day Convention
specified in paragraph 21(vii).

(vi) Interest Period End Date(s):
7 March and 7 September of each year commencing
on 7 March 2023 up to and including 7 September
2032, subject in each case to adjustment in
accordance with the Business Day Convention
specified in paragraph 21(vii).
(vii) Applicable Business Day
Convention:

– for Interest Payment Dates:
– for Interest Period End
Dates:
– for Maturity Date:
– any other date:
Modified Following Business Day Convention
Modified Following Business Day Convention

Modified Following Business Day Convention
No adjustment

6
(viii) Additional Business Centre(s): London, Singapore, New York and Sydney

(ix) Fixed Coupon Amount up to
(but excluding) the Fixed Rate
Reset Date:
Not Applicable
(x) Broken Amount(s): Not applicable
(xi) Day Count Fraction: Actual/365 (Fixed)
(xii) Reset Determination Date: The second Singapore Business Day immediately
preceding the Early Redemption Date (Call), where
“Singapore Business Day” means a day on which
commercial banks and foreign exchange markets
settle payments and are open for general business
(including dealing in foreign exchange and foreign
currency deposits) in Singapore.
(xiii) Reset Rate Time: 4.00 pm (Singapore time)
22. Floating Rate Subordinated
Instruments Provisions:
Not applicable
23. Benchmark Replacement: Benchmark Replacement (General)
24. Final Redemption Amount of each
Subordinated Instrument:
SGD250,000 per Calculation Amount
25.
Early Redemption at the option of
the Issuer (Call):
Condition 8.3 is applicable, but only in respect of the
Interest Payment Date scheduled to fall on 7
September 2027
(i) Early Redemption Date (Call):
Interest Payment Date scheduled to fall on 7
September 2027
(ii) Early Redemption Amount (Call)
of each Subordinated Instrument:
SGD250,000 per Calculation Amount
(iii) Series redeemable in part: The Issuer may redeem all or some Subordinated
Instruments at its discretion under Condition 8.3
(iv) Notice period(s): As set out in Condition 8.7
(v) Specify any additional conditions
to exercise of the call option:
Not applicable
26.
Early Redemption (Adverse Tax
Event)
Condition 8.4 is applicable

(i) Early Redemption Amount
(Adverse Tax Event) of each
SGD250,000 per Calculation Amount

7
Subordinated Instrument:
(ii) Series redeemable in part: Not applicable
(iii) Notice period(s): As set out in Condition 8.7
(iv) Specify any additional conditions
to exercise of option:
Not applicable
27. Early Redemption (Regulatory
Event)
Condition 8.5 is applicable

(i) Early Redemption Amount
(Regulatory Event) of each
Subordinated Instrument:
SGD250,000 per Calculation Amount
(ii) Series redeemable in part: Not applicable
(iii) Notice period(s): As set out in Condition 8.7
(iv) Specify any additional conditions
to exercise of option:
Not applicable
28. Early Termination (Event of Default): Condition 11 is applicable
Early Termination Amount: SGD250,000 per Calculation Amount
29. Taxation: Condition 10.1 is applicable
30. Other terms and conditions: Not applicable
31. Lead Managers: DBS Bank Ltd.
The Hongkong and Shanghai Banking Corporation
Limited, Singapore Branch
Oversea-Chinese Banking Corporation Limited
Standard Chartered Bank
United Overseas Bank Limited
Westpac Banking Corporation
32. Relevant Dealers: Lead Managers
33. Paying Agent(s): As set out in the Information Memorandum
34. Calculation Agent: Fiscal Agent
35. Notices: Condition 16 applies

8
36. U.S. selling restrictions: Regulation S Category 2 restrictions apply to the
Subordinated Instruments
Not Rule 144A eligible
TEFRA D Rules apply to the Subordinated
Instruments

WESTPAC BANKING CORPORATION
By:
Name: Emily Blythe
Date: 5 September 2022

9
Part B: Other Information
1. Listing:
Ye s . It is intended that the Subordinated
Instruments will be listed on the Australian
Securities Exchange’s wholesale Interest Rate
Securities Market.
2. Ratings:
3.
Interests of natural and legal persons
involved in the issue:

Save as discussed in the “Subscription and
Sale” section of the Information Memorandum,
so far as the Issuer is aware, no person involved
in the offer of the Subordinated Instruments has
an interest material to the offer.
4. Reasons for the offer:

10
Reasons for the offer and use of
proceeds:
General corporate purposes
5. Operational Information:
(i) Trade Date: 30 August 2022
(ii) ISIN: XS2529229036
(iii) Common Code: 252922903
(iv) CFI: DTFUFB
(v) FISN: WESTPAC BANKING/1EMTN 20320907
(vi) Common Depository/Lodging
Agent
The Bank of New York Mellon

(vii) Any Clearing System other than
Euroclear and Clearstream,
Luxembourg:
Not applicable
(viii) CMU Service Instrument Number: Not applicable
(ix) Settlement procedures: Customary medium term note settlement and
payment procedures apply
6. Other
(i) Distribution of Information
Memorandum:
See pages 1 to 4 and the “Subscription and
Sale” section of the Information Memorandum.
(ii) Other selling restrictions:
See the “Subscription and Sale” section of the
Information Memorandum.
(iii) Stabilisation Manager: Not applicable
(iv) Other amendments: Not applicable
(v) Additional disclosure: See the Annexure to this Pricing Supplement.

11
ANNEXURE TO THE PRICING SUPPLEMENT
The Information Memorandum is hereby supplemented with the following information, which shall be
deemed to be incorporated in, and to form part of, the Information Memorandum. Save as otherwise
defined herein, terms defined in the Information Memorandum have the same meaning when used in
this Annexure.
Amendment to Information Memorandum
All references in the Information Memorandum to “Securities and Futures Act (Chapter 289) of
Singapore” and “Securities and Futures Act, Chapter 289 of Singapore” shall be deemed to be deleted
and replaced with “Securities and Futures Act 2001 of Singapore”.
Holders of Subordinated Instruments may be exposed to risks relating to Singapore taxation
The Subordinated Instruments are intended to be qualifying debt securities (“QDS”) for the purposes
of the Income Tax Act 1947 of Singapore (“ITA”), subject to the fulfilment of certain conditions more
particularly described in the section titled “Singapore Taxation”.
However, there is no assurance that the conditions for QDS will be met or that the Subordinated
Instruments would continue to enjoy the tax concessions for QDS should the relevant tax laws be
amended or revoked at any time, or should the required conditions cease to be fulfilled.
In addition, the tax concessions for QDS may not be available for the Subordinated Instruments if the
Inland Revenue Authority of Singapore (“IRAS”) does not regard the Subordinated Instruments as
debt securities for Singapore income tax purposes.
Interim Financial Report
On 9 May 2022, Westpac released its interim financial report for the six-month period ended 31
March 2022 (“Interim Financial Report”) containing the unaudited consolidated interim financial
statements (including the auditor’s review report thereon and the notes thereto) as at and for the six-
month period ended 31 March 2022, as set out on pages 97 to 136 (inclusive) of the Interim
Financial Report. By virtue of this Pricing Supplement, pages 97 to 136 (inclusive) of the Interim
Financial Report are incorporated in and form part of this Pricing Supplement, and are thereby
incorporated in and form part of the Information Memorandum.
Any information in the Interim Financial Report which is not incorporated in and does not form part of
this Pricing Supplement and therefore is not incorporated in and does not form part of the
Information Memorandum is not relevant for investors or is contained elsewhere in the Information
Memorandum.
Singapore Taxation
The statements below are general in nature and are based on certain aspects of current tax laws in
Singapore and administrative guidelines and circulars issued by the IRAS and the Monetary
Authority of Singapore (“MAS") in force as at the date of this Pricing Supplement and are subject to
any changes in such laws, administrative guidelines or circulars, or the interpretation of those laws,
administrative guidelines or circulars, occurring after such date, which changes could be made on a
retroactive basis. These laws, administrative guidelines and circulars are also subject to various

12
interpretations and the relevant tax authorities or the courts could later disagree with the
explanations or conclusions set out below. Neither these statements nor any other statements in this
Pricing Supplement are intended or are to be regarded as advice on the tax position of any holder of
the Subordinated Instruments or of any person acquiring, selling or otherwise dealing with the
Subordinated Instruments or on any tax implications arising from the acquisition, sale or other
dealings in respect of the Subordinated Instruments. The statements made herein do not purport to
be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a
decision to subscribe for, purchase, own or dispose of the Subordinated Instruments and do not
purport to deal with the tax consequences applicable to all categories of investors, some of which
(such as dealers in securities or financial institutions in Singapore which have been granted the
relevant Financial Sector Incentive(s)) may be subject to special rules or tax rates. The statements
should not be regarded as advice on the tax position of any person and should be treated with
appropriate caution. Prospective holders and holders of the Subordinated Instruments are advised to
consult their own professional tax advisers as to the Singapore or other tax consequences of the
acquisition, ownership of or disposal of the Subordinated Instruments, including, in particular, the
effect of any foreign, state or local tax laws to which they are subject. It is emphasised that none of
the Issuer, the Relevant Dealers and any other persons involved in the issuance of the Subordinated
Instruments accepts responsibility for any tax effects or liabilities resulting from the subscription for,
purchase, holding or disposal of the Subordinated Instruments.
In addition, the disclosure below is on the assumption that the IRAS regards the Subordinated
Instruments, which are intended to be "qualifying debt securities" for the purposes of the ITA, as
“debt securities” for the purposes of the ITA and that distribution payments made under the
Subordinated Instruments will be regarded as interest payable on indebtedness and holders thereof
may therefore enjoy the tax concessions and exemptions available for qualifying debt securities,
provided that the other conditions for the qualifying debt securities scheme are satisfied. An advance
tax ruling will be requested from the IRAS to confirm, amongst other things, whether the IRAS would
regard the Subordinated Instruments as "debt securities" for the purposes of the ITA and the
distributions made under the Subordinated Instruments as interest payable on indebtedness. There
is no guarantee that a favourable ruling will be obtained from the IRAS. In addition, no assurance is
given that the Issuer can provide all information or documents requested by the IRAS for the
purpose of the ruling request, and a ruling may not therefore be issued.
If the Subordinated Instruments are not regarded as “debt securities” for the purposes of the ITA, the
distributions made under the Subordinated Instruments are not regarded as interest payable on
indebtedness and/or holders thereof are not eligible for the tax concessions under the qualifying debt
securities scheme, the tax treatment to holders may differ. No assurance, warranty or guarantee is
given on the tax treatment to holders of the Subordinated Instruments in respect of the distributions
payable to them. Investors and holders of the Subordinated Instruments should consult their own
accounting and tax advisers regarding the Singapore income tax consequences of their acquisition,
holding and disposal of the Subordinated Instruments.
1. Interest and Other Payments
On the basis that more than half of the Subordinated Instruments are distributed by DBS Bank Ltd.,
The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, Oversea-Chinese
Banking Corporation Limited and United Overseas Bank Limited, each of which is a Financial Sector
Incentive (Bond Market) Company, Financial Sector Incentive (Capital Market) Company or Financial
Sector Incentive (Standard Tier) Company (as defined in the ITA) at such time and assuming that the

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Subordinated Instruments are regarded as “debt securities” for the purposes of the ITA, the
Subordinated Instruments would be, pursuant to the ITA, QDS for the purposes of the ITA, to which
the following treatment shall apply.
Subject to certain prescribed conditions having been fulfilled (including the furnishing by the Issuer
or such other person as the MAS may direct, to the MAS of a return on debt securities in the
prescribed format for the Subordinated Instruments within one month of the date of issue of the
Subordinated Instruments or such period as the MAS may specify and such other particulars in
connection with the Subordinated Instruments as the MAS may require to MAS), interest, discount
income (not including discount income arising from secondary trading), prepayment fee, redemption
premium and break cost (collectively, the “Qualifying Income”) from the Subordinated Instruments
paid by the Issuer and derived by any company or body of persons (as defined in the ITA) in
Singapore is subject to income tax at a concessionary rate of 10.0% (except for holders of the
relevant Financial Sector Incentive(s) who may be taxed at different rates) under section 43H(1) of
the ITA.
Notwithstanding the foregoing:
A. if during the primary launch of the Subordinated Instruments, the Subordinated
Instruments are issued to fewer than four persons and 50.0% or more of the issue of the
Subordinated Instruments is beneficially held or funded, directly or indirectly, by related
parties of the Issuer, the Subordinated Instruments would not qualify as QDS; and
B. even though the Subordinated Instruments are QDS, if, at any time during the tenure of
the Subordinated Instruments, 50.0% or more of the Subordinated Instruments which
are outstanding at any time during the life of their issue is beneficially held or funded,
directly or indirectly, by any related party(ies) of the Issuer, Qualifying Income derived
from the Subordinated Instruments held by:
i. any related party of the Issuer; or
ii. any other person where the funds used by such person to acquire the Subordinated
Instruments are obtained, directly or indirectly, from any related party of the Issuer,
shall not be eligible for the tax exemption or concessionary rate of tax as described above.
The terms “break cost”, “prepayment fee”, “redemption premium” and “related party” are defined
in section 13(16) of the ITA as follows:
“break cost”, in relation to debt securities and qualifying debt securities, means any fee
payable by the issuer of the securities on the early redemption of the securities, the amount
of which is determined by any loss or liability incurred by the holder of the securities in
connection with such redemption;
“prepayment fee”, in relation to debt securities and qualifying debt securities, means any fee
payable by the issuer of the securities on the early redemption of the securities, the amount
of which is determined by the terms of the issuance of the securities;

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“redemption premium”, in relation to debt securities and qualifying debt securities, means
any premium payable by the issuer of the securities on the redemption of the securities upon
their maturity; and
“related party”, in relation to a person, means any other person who, directly or indirectly,
controls that person, or is controlled, directly or indirectly, by that person, or where he and
that other person, directly or indirectly, are under the control of a common person.
References to “break cost”, “prepayment fee”, “redemption premium” and “related party” in this
Singapore tax disclosure have the same meaning as defined in the ITA.
All foreign-sourced income received in Singapore on or after 1 January 2004 by Singapore tax-
resident individuals will be exempt from income tax, provided such foreign-sourced income is not
received through a partnership in Singapore.
Where interest, discount income, prepayment fee, redemption premium or break cost (i.e. the
Qualifying Income) is derived from the Subordinated Instruments by any person who is not resident
in Singapore and who carries on any operations in Singapore through a permanent establishment in
Singapore, the tax exemption available for QDS under the ITA shall not apply if such person
acquires such Subordinated Instruments using the funds and profits of such person’s operations
through a permanent establishment in Singapore. Any person whose interest, discount income,
prepayment fee, redemption premium or break cost (i.e., the Qualifying Income) derived from the
Subordinated Instruments is not exempt from tax is required to include such income in a return of
income made under the ITA.
Singapore Tax Classification of Hybrid Instruments
The ITA currently does not contain specific provisions on how financial instruments that exhibit both
debt-like and equity-like features, i.e. hybrid instruments, should be treated for income tax purposes.
However, the IRAS has published the e-Tax Guide: Income Tax Treatment of Hybrid Instruments
(Second Edition) on 21 October 2019 (the “Hybrid Instruments e-Tax Guide”) which sets out the
income tax treatment of hybrid instruments, including the factors that the IRAS will generally use to
determine whether such instruments are debt or equity instruments for income tax purposes.
Among others, the IRAS has stated in the Hybrid Instruments e-Tax Guide that:
(a) whether or not a hybrid instrument will be treated as debt or equity instruments for income tax
purposes will firstly depend on its legal form, to be determined based on an examination of
the legal rights and obligations attached to the instrument;

(b) a hybrid instrument is generally characterised as equity if the legal terms of the instrument
indicate ownership interests in the issuer. If the legal form of a hybrid instrument is not
indicative of or does not reflect the legal rights and obligations, the facts and circumstances
surrounding the instrument and a combination of factors, not limited to the following, would
have to be examined to ascertain the nature of the instrument for income tax purposes.

These factors include (but are not limited to):
(i) nature of interest acquired;

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(ii) investor’s right to participate in issuer’s business;

(iii) voting rights conferred by the instrument;

(iv) obligation to repay the principal amount;

(v) payout;

(vi) investor’s right to enforce payment;

(vii) classification by other regulatory authority; and

(viii) ranking for repayment in the event of liquidation or dissolution;

(c) if a hybrid instrument is characterised as a debt instrument for income tax purposes,
distributions from the issuer to the investors are regarded as interest; and

(d) if a hybrid instrument issued by a company or a REIT (as defined in the ITA) is characterised
as an equity instrument for income tax purposes, distributions from the issuer to the
investors are regarded as either dividends or distributions.
2. Capital Gains
Any gains considered to be in the nature of capital made from the sale of the Subordinated
Instruments will not be taxable in Singapore. However, any gains derived by any person from the
sale of the Subordinated Instruments which are gains from any trade, business, profession or
vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such
gains are considered revenue in nature.
Holders of the Subordinated Instruments who apply or who are required to apply Singapore
Financial Reporting Standard 39 (“FRS 39”), Financial Reporting Standard 109 Financial
Instruments (“FRS 109”) or Singapore Financial Reporting Standard (International) 9 (“SFRS(I) 9”)
(as the case may be), may for Singapore income tax purposes be required to recognise gains or
losses (not being gains or losses in the nature of capital) on the Subordinated Instruments,
irrespective of disposal, in accordance with FRS 39, FRS 109 or SFRS(I) 9 (as the case may be).
Please see the section below on “Adoption of FRS 39, FRS 109 or SFRS(I) 9 for Singapore Income
Tax Purposes”.
3. Adoption of FRS 39, FRS 109 or SFRS(I) 9 for Singapore Income Tax Purposes
Section 34A of the ITA provides for the tax treatment for financial instruments in accordance with
FRS 39 (subject to certain exceptions and “opt-out” provisions) to taxpayers who are required to
comply with FRS 39 for financial reporting purposes. The IRAS has also issued a circular entitled

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“Income Tax Implications arising from the adoption of FRS 39 – Financial Instruments: Recognition
and Measurement”.
FRS 109 or SFRS(I) 9 (as the case may be) is mandatorily effective for annual periods beginning on
or after 1 January 2018, replacing FRS 39. Section 34AA of the ITA requires taxpayers who comply
or who are required to comply with FRS 109 or SFRS(I) 9 (as the case may be) for financial
reporting purposes to calculate their profit, loss or expense for Singapore income tax purposes in
respect of financial instruments in accordance with FRS 109 or SFRS(I) 9 (as the case may be),
subject to certain exceptions. The IRAS has also issued a circular entitled “Income Tax: Income Tax
Treatment Arising from Adoption of FRS 109 – Financial Instruments”.
Holders of the Subordinated Instruments who may be subject to the tax treatment under Sections
34A and 34AA of the ITA should consult their own accounting and tax advisers regarding the
Singapore income tax consequences of their acquisition, holding or disposal of the Subordinated
Instruments.
4. Estate Duty
Singapore estate duty has been abolished with respect to all deaths occurring on or after 15
February 2008.