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WBC - NZ Banking Group Disclosure Statement - 30 Sep 2024

Annual Report7 November 2024WBCFinancials

Classification: PROTECTED
ASX

Release



8 November 2024


Westpac Banking Corporation – New Zealand Banking Group Disclosure

Statement


Westpac Banking Corporation (“Westpac”) today provides the attached Westpac New

Zealand Banking Group Disclosure Statement for the year ended 30 September 2024.











For further information:


Hayden Cooper Justin McCarthy

Group Head of Media Relations General Manager, Investor Relations

0402 393 619 0422 800 321



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




Level 18, 275 Kent Street

Sydney, NSW, 2000


This page has been intentionally left blank

Directors' and the Chief Executive Officer, NZ Branch's statement
5

Financial statements

Income statement6Note 16 Intangible assets37

Statement of comprehensive income6Note 17 Deposits and other borrowings

38

Balance sheet7Note 18 Other financial liabilities39

Statement of changes in equity8Note 19 Debt issues40

Statement of cash flows9Note 20 Provisions41

Note 1 Financial statements preparation 10Note 21 Loan capital42

Note 2 Net interest income13Note 22 Shareholders' equity44

Note 3 Non-interest income 14Note 23 Related entities46

Note 4 Operating expenses15Note 24 Derivative financial instruments50

Note 5 Auditor’s remuneration16Note 25 Fair values of financial assets and financial liabilities56

Note 6 Impairment charges/(benefits)16Note 26 Offsetting financial assets and financial liabilities61

Note 7 Income tax expense17

Note 27 Credit related commitments, contingent assets and

contingent liabilities

62

Note 8 Imputation credit account18

Note 9 Trading securities and financial assets measured at

FVIS

18

Note 28 Segment reporting

64

Note 29 Securitisation, covered bonds and other

transferred assets

66

Note 10 Investment securities18

Note 11 Loans19Note 30 Structured entities67

Note 12 Provision for expected credit losses20Note 31 Capital management 69

Note 13 Credit risk management28

Note 32 Risk management, funding and liquidity risk and

market risk

71

Note 14 Other financial assets35

Note 15 Deferred tax assets36Note 33 Notes to the statement of cash flows81

Registered bank disclosures

i. General information 82

v. Insurance, securitisation, funds management, other

fiduciary activities, and marketing and distribution of

insurance products

94ii. Additional financial disclosures88

iii. Asset quality90

iv. Credit and market risk exposures and capital adequacy92vi. Risk management policies95

Conditions of registration

98

Independent auditor’s report

100

Independent assurance report

107

Contents

Westpac Banking Corporation - New Zealand Banking Group3

Certain information contained in this Disclosure Statement is required by the Registered Bank Disclosure Statements (Overseas Incorporated
Registered Banks) Order 2014 (as amended) (‘Order’).

In this Disclosure Statement, reference is made to five main reporting groups:

-Overseas Bank - refers to Westpac Banking Corporation;

-Overseas Banking Group - refers to the Overseas Bank and all other entities included in the Overseas Bank's group for the purposes of

public reporting of the group financial statements in Australia;

-NZ Branch - refers to the New Zealand business (as defined in the Order) of the Overseas Bank;

-Westpac New Zealand - refers to Westpac New Zealand Limited; and

-NZ Banking Group - refers to the financial reporting group (as defined in the Order) of the Overseas Bank. Controlled entities of the NZ

Banking Group as at 30 September 2024 are set out in Note 23 Related entities;

Words and phrases not defined in this Disclosure Statement, but defined by the Order, have the meaning given by the Order when used in this

Disclosure Statement.

The Disclosure Statement also uses the following terms as defined below.

ADI

Authorised deposit-taking institution

GDP

Gross domestic product

ALCO

Asset and Liability Committee

Group

BRiskC

Overseas Bank's Board Risk Committee

ALM

Asset and liability risk management

ANZSIC

Australian and New Zealand Standard Industrial

Classification

GST

Goods and services tax

IAP

Individually assessed provisions

APRA

Australian Prudential Regulation Authority

IRRBB

Interest rate risk in the banking book

AT1

Additional Tier 1 capital

LGD

Loss given default

AUSTRAC

Australian Transaction Reports and Analysis

Centre

LVR

Loan-to-value ratio

MARCO

Market Risk Committee

BKBM

Bank bill benchmark rate

Moody's

Moody's Investors Services

Board

Board of Directors

NaR

Net interest income-at-risk

BPR

Banking Prudential Requirement

NCI

Non-controlling interests

BPS Act

Banking (Prudential Supervision) Act 1989

NII

Net interest income

BRCC

Board Risk and Compliance Committee

NZ IAS

New Zealand equivalent to international

Accounting Standards

BS13

Reserve Bank document 'Liquidity Policy'

CAP

Collectively assessed provisions

NZ IFRS

New Zealand equivalents to International Financial

Reporting Standards

CCCFA

Credit Contracts and Consumer Finance Act 2003

CGU

Cash generating unit

OCI

Other comprehensive income

CRG

Customer risk grade

PD

Probability of default

EAD

Exposure at default

PIE

Portfolio investment entities

ECL

Expected credit losses

PPS

Perpetual preference shares

ELE

Extended licensed entity

Reserve

Bank

Reserve Bank of New Zealand

ESG

Environmental, social and governance

FCS

Financial Claims Scheme

RISKCO

Executive Risk Committee

Financial

statements

Consolidated financial statements

RMBS

Residential mortgage-backed securities

RWA/RWE

Risk weighted assets / risk weighted exposures

FM

Financial Markets

S&P

S&P Global Ratings

Fitch

Fitch Ratings

SME

Small and medium-sized enterprises

FVIS

Fair value through income statement

SPPI

Solely payments of principal and interest

FVOCI

Fair value through other comprehensive income

VaR

Value-at-Risk

FX

Foreign exchange

XRB

External Reporting Board

Glossary of terms

4Westpac Banking Corporation - New Zealand Banking Group

Each Director of the Overseas Bank and the Chief Executive Officer, NZ Branch, believes, after due enquiry, that, as at the date on which this
Disclosure Statement is signed, the Disclosure Statement:

(a)contains all the information that is required by the Order; and

(b)is not false or misleading.

Each Director of the Overseas Bank and the Chief Executive Officer, NZ Branch, believes, after due enquiry, that, over the year ended 30

September 2024:

(a)the Overseas Bank has complied in all material respects with each condition of registration that applied during that period; and

(b)the NZ Branch and other members of the NZ Banking Group had systems in place to monitor and control adequately the material risks of

relevant members of the NZ Banking Group, including credit risk, concentration of credit risk, interest rate risk, currency risk, equity risk,

liquidity risk and other business risks, and that those systems were being properly applied. For this purpose, a relevant member of the NZ

Banking Group means a member of the NZ Banking Group that is not a member of Westpac New Zealand's banking group, as defined in

Westpac New Zealand's Disclosure Statement for the year ended 30 September 2024. Refer to Note vi. Risk management policies - Risk

management frameworks on page 95 of this Disclosure Statement for further detail regarding the entities which had systems in place to

monitor and control the material risks of relevant members of the NZ Banking Group.

The Disclosure Statement has been signed on behalf of all of the Directors by Catherine McGrath, Chief Executive Officer, Westpac New Zealand,

and by Christopher Leuschke as Chief Executive Officer, NZ Branch.

Catherine McGrath

Christopher Leuschke

Dated this 7th day of November 2024

Directors' and the Chief Executive Officer, NZ Branch's Statement

Westpac Banking Corporation - New Zealand Banking Group5

NZ BANKING GROUP
$ millions

Note

2024

2023

Interest income:

Calculated using the effective interest method2

7,521

6,278

Other2

272

218

Total interest income

2

7,793

6,496

Interest expense2

(4,864)

(3,658)

Net interest income2,929

2,838

Non-interest income

Net fees and commissions3

201

197

Net wealth management3

43

37

Trading3

20

57

Other3

-

7

Total non-interest income264

298

Net operating income3,193

3,136

Operating expenses4

(1,427)

(1,353)

Impairment (charges)/benefits6

(27)

(135)

Profit before income tax expense1,739

1,648

Income tax expense7

(486)

(464)

Profit after income tax expense1,253

1,184

The above income statement should be read in conjunction with the accompanying notes.

Statement of comprehensive income for the year ended 30 September 2024

NZ BANKING GROUP

$ millions2024

2023

Profit after income tax expense1,253

1,184

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Gains/(losses) recognised in equity on:

Investment securities

239

(3)

Cash flow hedging instruments

(398)

(102)

Transferred to income statement:

Cash flow hedging instruments

(60)

44

Income tax on items taken to or transferred from equity:

Investment securities

(67)

1

Cash flow hedging instruments

128

16

Items that will not be reclassified subsequently to profit or loss

Remeasurement of defined benefit obligation recognised in equity (net of tax)

(1)

4

Net other comprehensive income/(expense) for the year (net of tax)

(159)

(40)

Total comprehensive income for the year

1,094

1,144

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

Income statement for the year ended 30 September 2024

6Westpac Banking Corporation - New Zealand Banking Group

NZ BANKING GROUP
$ millions

Note

2024

2023

Assets

Cash and balances with central banks33

7,553

9,325

Collateral paid

244

62

Trading securities and financial assets measured at FVIS9

5,723

5,007

Derivative financial instruments 24

3,643

5,494

Investment securities10

7,535

6,651

Loans11,12

102,463

99,711

Other financial assets14

1,117

469

Due from related entities23

3,429

4,488

Property and equipment

449

396

Deferred tax assets15

198

88

Intangible assets16

987

982

Other assets

160

125

Total assets 133,501

132,798

Liabilities

Collateral received

198

614

Deposits and other borrowings17

81,539

82,196

Other financial liabilities18

5,435

7,222

Derivative financial instruments24

5,932

4,858

Due to related entities23

3,237

4,666

Debt issues19

21,619

18,597

Current tax liabilities

160

184

Provisions20

228

249

Other liabilities

366

332

Loan capital21

3,093

3,051

Total liabilities 121,807

121,969

Net assets 11,694

10,829

Head office account

Branch capital22

1,300

1,300

Retained profits

1,598

1,472

Total head office account 2,898

2,772

NZ Banking Group equity

Share capital22

6,045

6,045

Reserves22

(64)

94

Retained profits

2,446

1,918

Total NZ Banking Group equity 8,427

8,057

Total equity attributable to owners of the NZ Banking Group 11,325

10,829

Non-controlling interests22

369

-

Total shareholders' equity and non-controlling interests 11,694

10,829

The above balance sheet should be read in conjunction with the accompanying notes.

Signed on behalf of the Board of Directors.


Director Director

7 November 2024 7 November 2024

Balance sheet as at 30 September 2024

Westpac Banking Corporation - New Zealand Banking Group7

NZ BANKING GROUP
NZ Branch

Head Office Account

Other Members of

the NZ Banking Group

Total equity

attributable

to the

owners of the

NZ Banking

Group

NCI

(Note 22)

Total

shareholders'

equity and

NCI$ millions

Branch

Capital

(Note 22)

Retained

Profits

Share

Capital

(Note 22)

Reserves

(Note 22)

Retained

Profits

As at 30 September 2022

1,300 1,324 6,045 138 1,497 10,304 - 10,304

Year ended 30 September 2023

Profit after income tax expense- 148 - - 1,036 1,184 - 1,184

Net gains/(losses) from changes in fair value- - - (105) - (105) - (105)

Income tax effect- - - 30 - 30 - 30

Transferred to income statement- - - 44 - 44 - 44

Income tax effect- - - (13) - (13) - (13)

Remeasurement of defined benefit obligations- - - - 6 6 - 6

Income tax effect- - - - (2) (2) - (2)

Total comprehensive income/(expense)

for the year ended 30 September 2023

- 148 - (44) 1,040 1,144 - 1,144

Transactions with equity holders:

Dividends paid on ordinary shares- - - - (619) (619) - (619)

As at 30 September 2023

1,300 1,472 6,045 94 1,918 10,829 - 10,829

Year ended 30 September 2024

Profit after income tax expense

- 126 - - 1,127 1,253 - 1,253

Net gains/(losses) from changes in fair value

- - - (159) - (159) - (159)

Income tax effect

- - - 44 - 44 - 44

Transferred to income statement

- - - (60) - (60) - (60)

Income tax effect

- - - 17 - 17 - 17

Remeasurement of defined benefit obligations

- - - - (1) (1) - (1)

Income tax effect

- - - - - - - -

Total comprehensive income/(expense)

for the year ended 30 September 2024- 126 - (158) 1,126 1,094 - 1,094

Transactions with equity holders:

PPS issued (net of issue costs)

- - - - - - 369 369

Dividends paid on ordinary shares

- - - - (598) (598) - (598)

As at 30 September 20241,300 1,598 6,045 (64)2,44611,325 369 11,694

The above statement of changes in equity should be read in conjunction with the accompanying notes.

Statement of changes in equity for the year ended 30 September 2024

8Westpac Banking Corporation - New Zealand Banking Group

NZ BANKING GROUP
$ millions

Note

2024

2023

Cash flows from operating activities

Interest received

7,807

6,467

Interest paid

(4,945)

(3,164)

Non-interest income received

322

501

Operating expenses paid

(1,285)

(1,240)

Income tax paid

(547)

(371)

Cash flows from operating activities before changes in operating assets and liabilities

1,352

2,193

Net (increase)/decrease in:

Collateral paid

(182)

25

Trading securities and financial assets measured at FVIS

(709)

(1,418)

Loans

(2,519)

(2,167)

Other financial assets

(125)

30

Due from related entities

1

53

(32)

Other assets

(6)

(2)

Net increase/(decrease) in:

Collateral received

(416)

(110)

Deposits and other borrowings

(649)

1,348

Other financial liabilities

(2,298)

953

Due to related entities

(84)

62

Other liabilities

2

10

Net movement in external and related entity derivative financial instruments

1

251

818

Net cash provided by/(used in) operating activities

33

(5,330)

1,710

Cash flows from investing activities

Proceeds from investment securities

1,529

547

Purchase of investment securities

(1,930)

(1,633)

Purchase of intangible assets

(118)

(209)

Purchase of property and equipment

(74)

(77)

Net cash provided by/(used in) investing activities(593)

(1,372)

Cash flows from financing activities

Proceeds from debt issues19

10,060

7,827

Repayments of debt issues19

(7,429)

(9,290)

Payments for the principal portion of lease liabilities

(51)

(47)

Issue of loan capital (net of issue costs)21

-

592

Maturities, repayments, buy-backs and reduction of loan capital21

(6)

-

Issue of perpetual preference shares (net of issue costs)22

369

-

Dividends paid on ordinary shares23

(598)

(619)

Net movement in due to related entities

(90)

(473)

Net cash provided by/(used in) financing activities2,255

(2,010)

Net increase/(decrease) in cash and cash equivalents(3,668)

(1,672)

Cash and cash equivalents at the beginning of the year

1

11,991

13,800

Effect of exchange rate changes on cash and cash equivalents

1

(62)

(137)

Cash and cash equivalents at the end of the year

1

33

8,261

11,991

1

Comparatives have been revised to align to the current year presentation of cash due from related entities as cash and cash equivalents, resulting in a $123 million

decrease in net increase in due from related entities, a $2,539 million increase in cash and cash equivalents at the beginning of the year, and a $2,662 million

increase in cash and cash equivalents at the end of the year. Comparatives have also been revised to present the impact of foreign exchange on cash and cash

equivalents, resulting in a $137 million increase in net movement in external and related entity derivative financial instruments and a corresponding decrease in

effect of exchange rate changes on cash and cash equivalents.

The above statement of cash flows should be read in conjunction with the accompanying notes.

Details of the reconciliation of net cash provided by/(used in) operating activities to Profit after income tax expense are provided in Note 33.

Statement of cash flows for the year ended 30 September 2024

Westpac Banking Corporation - New Zealand Banking Group9

Note 1 Financial statements preparation
The Overseas Bank is registered as a public company limited by shares under the Australian Corporations Act 2001 and is entered on the register

maintained under the BPS Act. The Overseas Bank provides a broad range of banking and financial services, including consumer, business and

institutional banking and wealth management services.

The NZ Branch’s head office is situated at Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand and the address for service

of process on the NZ Branch is Stephen O'Brien - General Counsel, Westpac on Takutai Square, 53 Galway Street, Auckland 1010, New Zealand.

The financial statements are for the NZ Banking Group.

These financial statements were authorised for issue by the Overseas Bank’s Board of Directors on 7 November 2024. The Board has the power to

amend and reissue the financial statements.

The material accounting policies are set out below and in the relevant notes to the financial statements. These policies have been consistently

applied to all the years presented, unless otherwise stated.

a. Basis of preparation

(i) Basis of accounting

These financial statements are general purpose financial statements prepared in accordance with:

●the requirements of the Financial Markets Conduct Act 2013; and

●the requirements of the Order.

These financial statements comply with Generally Accepted Accounting Practice, applicable NZ IFRS and other authoritative pronouncements of

the XRB, as appropriate for for-profit entities. These financial statements also comply with International Financial Reporting Standards Accounting

Standards, as issued by the International Accounting Standards Board.

All amounts in these financial statements have been rounded to the nearest million dollars unless otherwise stated.

(ii) Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by applying fair value accounting to financial

assets and financial liabilities (including derivative instruments) measured at FVIS or FVOCI.

(iii) Comparative revisions

Comparative information has been revised where appropriate to conform to changes in presentation in the current year and to enhance

comparability. Where there has been a material restatement of comparative information the nature of, and the reason for, the restatement is

disclosed in the relevant section.

(iv) Standards adopted during the year ended 30 September 2024

International Tax Reform – Pillar Two Model rules (Amendments to NZ IAS 12 Income Taxes) was issued in July 2023 as a result of the Organisation

for Economic Co-operation and Development’s (OECD) international tax reform, known as Pillar Two. The amendments introduced:

●a mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the implementation of Pillar Two, which

has been applied by the NZ Banking Group; and

●disclosure requirements for impacted entities to help financial statement users better understand the NZ Banking Group’s exposure to Pillar

Two income taxes.

Pillar Two introduces new ‘top-up’ taxes for multinational enterprises ('MNEs') within the scope of the rules to ensure that these MNEs pay a

minimum effective rate of tax of 15% on profits in all jurisdictions.

The NZ Banking Group is part of a MNE group under the Overseas Bank that falls within the OECD Pillar Two model rules. Pillar Two legislation has

been enacted in New Zealand and will take effect from the NZ Banking Group’s financial year beginning 1 October 2025.

The NZ Banking Group has performed an assessment of its potential exposure to Pillar Two income taxes based on the most recent tax filings and

financial statements for its constituent entities. Based on the assessment performed, the NZ Banking Group does not expect a material exposure,

if any, to Pillar Two top-up taxes. The impact of the Pillar Two legislation on future financial performance will continue to be assessed.

(v) Business combinations

Business combinations are accounted for using the acquisition method of accounting. Acquisition cost is measured as the aggregate of the fair

value at the date of acquisition of the assets given, equity instruments issued or liabilities incurred or assumed. Acquisition-related costs are

expensed as incurred (except for those costs arising on the issue of equity instruments which are recognised directly in equity).

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at fair value on the

acquisition date. Goodwill is measured as the excess of the acquisition cost, the amount of any non-controlling interest and the fair value of any

previous NZ Banking Group’s equity interest in the acquiree, over the fair value of the identifiable net assets acquired.

(vi) Foreign currency translation

Functional and presentation currency

The financial statements are presented in New Zealand dollars which is the NZ Banking Group’s functional and presentation currency.

Notes to the financial statements

10Westpac Banking Corporation - New Zealand Banking Group

Note 1 Financial statements preparation (continued)
Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. FX

gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and

liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in OCI for qualifying cash flow hedges.

b. Basis of aggregation

The NZ Banking Group as at 30 September 2024 has been aggregated by combining the sum of the capital and reserves of the NZ Branch, and the

consolidated capital and reserves of Westpac New Zealand Group Limited, BT Financial Group (NZ) Limited, Westpac Financial Services Group-

NZ-Limited, Westpac Group Investment-NZ-Limited, and their subsidiaries (including structured entities). For New Zealand entities acquired by

the Overseas Banking Group, capital and reserves at acquisition are netted and recognised as capital contributed to the NZ Banking Group.

Subsidiaries are entities over which the members of the NZ Banking Group have control as they are exposed to, or have rights to, variable returns

from their involvement with the entities, and can affect those returns through their power over the entities. All transactions between entities within

the NZ Banking Group are eliminated. Subsidiaries are fully consolidated from the date on which control commences and are de-consolidated

from the date that control ceases.

c. Financial assets and financial liabilities

(i) Recognition

Financial assets and financial liabilities, other than regular way transactions, are recognised when the NZ Banking Group becomes a party to the

terms of the contract, which is generally on the settlement date (the date payment is made or cash advanced). Purchases and sales of financial

assets in regular way transactions are recognised on the trade date (the date on which the NZ Banking Group commits to purchase or sell an

asset).

(ii) Derecognition

Financial assets are derecognised when the rights to receive cash flows from the asset have expired, or when the NZ Banking Group has either

transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full under a ‘pass through’

arrangement and transferred substantially all the risks and rewards of ownership.

There may be situations where the NZ Banking Group has partially transferred the risks and rewards of ownership but has neither transferred nor

retained substantially all the risks and rewards of ownership. In such situations, the asset continues to be recognised on the balance sheet to the

extent of the NZ Banking Group’s continuing involvement in the asset.

Financial liabilities are derecognised when the obligation is discharged, cancelled or expires. Where an existing financial liability is replaced by

another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, the exchange or

modification is treated as a derecognition of the original liability and the recognition of a new liability, with the difference in the respective carrying

amounts recognised in the income statement.

The terms are deemed to be substantially different if the discounted present value of the cash flows under the new terms (discounted using the

original effective interest rate) is at least 10% different from the discounted present value of the remaining cash flows of the original financial

liability. Qualitative factors such as a change in the currency the instrument is denominated in, a change in the interest rate from fixed to floating

and conversion features are also considered.

(iii) Classification and measurement basis

Financial assets

Financial assets are grouped into the following classes: cash and balances with central banks, collateral paid, trading securities and financial

assets measured at FVIS, derivative financial instruments, investment securities, loans, other financial assets and due from related entities.

Financial assets are classified based on a) the business model within which the assets are managed, and b) whether the contractual cash flows of

the instrument represent SPPI.

The NZ Banking Group determines the business model at the level that reflects how groups of financial assets are managed. When assessing the

business model the NZ Banking Group considers factors including how performance and risks are managed, evaluated and reported and the

frequency and volume of, and reason for, sales in previous periods and expectations of sales in future periods.

When assessing whether contractual cash flows are SPPI, interest is defined as consideration primarily for the time value of money and the credit

risk of the principal outstanding. The time value of money is defined as the element of interest that provides consideration only for the passage of

time and not consideration for other risks or costs associated with holding the financial asset. Terms that could change the contractual cash flows

so that they may not meet the SPPI criteria include contingent and leverage features, non-recourse arrangements, and features that could modify

the time value of money.

Debt instruments

If the debt instruments have contractual cash flows which represent SPPI on the principal balance outstanding they are classified at:

●amortised cost if they are held within a business model whose objective is achieved through holding the financial asset to collect these cash

flows; or

●FVOCI if they are held within a business model whose objective is achieved both through collecting these cash flows and selling the financial

asset; or

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group11

Note 1 Financial statements preparation (continued)
●FVIS if they are held within a business model whose objective is achieved through selling the financial asset.

Debt instruments are classified and measured at FVIS where the contractual cash flows do not represent SPPI on the principal balance outstanding

or where it is designated at FVIS to eliminate or reduce an accounting mismatch.

Debt instruments at amortised cost are initially recognised at fair value and subsequently measured at amortised cost using the effective interest

method. They are presented net of any provision for ECL determined using the ECL model. Refer to Notes 6 and 12 for further details.

Debt instruments at FVOCI are measured at fair value with unrealised gains and losses recognised in OCI except for interest income, impairment

charges and FX gains and losses, which are recognised in the income statement. Impairment on debt instruments at FVOCI is determined using

the ECL model and is recognised in the income statement with a corresponding amount in OCI. There is no reduction of the carrying value of the

debt security which remains at fair value.

The cumulative gain or loss recognised in OCI is subsequently recognised in the income statement when the instrument is derecognised.

Debt instruments at FVIS are measured at fair value with subsequent changes in fair value recognised in the income statement.

Financial liabilities

Financial liabilities are grouped into the following classes: collateral received, deposits and other borrowings, other financial liabilities, derivative

financial instruments, due to related entities, debt issues and loan capital.

Financial liabilities are measured at amortised cost if they are not held for trading or designated at FVIS, otherwise they are measured at FVIS.

Financial assets and financial liabilities measured at FVIS are recognised initially at fair value. All other financial assets and financial liabilities are

recognised initially at fair value plus or minus directly attributable transaction costs respectively.

Further details of the accounting policy for each category of financial asset or financial liability mentioned above are set out in the note for the

relevant item.

The NZ Banking Group’s policies for determining the fair value of financial assets and financial liabilities are set out in Note 25.

d. Critical accounting assumptions and estimates

Applying the NZ Banking Group’s accounting policies requires the use of judgement, assumptions and estimates which impact the financial

information. The significant assumptions and estimates used are discussed in the relevant notes below.

●Note 7Income tax expense

●Note 12Provision for expected credit losses

●Note 15Deferred tax assets

●Note 16Intangible assets

●Note 20Provisions

●Note 25Fair values of financial assets and financial liabilities

Impact of climate-related risks

The NZ Banking Group has considered the potential risk of climate change on its financial statements. Refer to Note 32 for further details.

e. Future developments in accounting standards

NZ IFRS 18 Presentation and Disclosure in Financial Statements (NZ IFRS 18) was issued in May 2024 and will be effective for the 30 September

2028 year end unless early adopted. NZ IFRS 18 will replace NZ IAS 1 Presentation of Financial Statements. This standard will not change the

recognition and measurement of items in the financial statements, but will impact the presentation and disclosure in the financial statements,

including:

●New categories and subtotals in the income statement to enhance comparability;

●Enhancing the disclosure of management defined performance measures; and

●Changes to the grouping of information in the financial statements to provide more useful information.

The NZ Banking Group is continuing to assess the impact of adopting NZ IFRS 18.

Amendments to the Classification and Measurement of Financial Instruments was issued in June 2024 and amends NZ IFRS 7 Financial

Instruments: Disclosures and NZ IFRS 9 Financial Instruments. It is effective for the 30 September 2027 year end unless early adopted.

The amendments include:

●Changes to disclosures for investments in equity instruments designated at FVOCI and additional disclosures for financial instruments with

contingent features that do not relate directly to basic lending risks and costs;

●Guidance on derecognition of financial liabilities criteria when using an electronic payments system; and

●Guidance on assessing contractual cash flow characteristics of financial assets with ESG and similar features.

The amendments are not expected to have a material impact on the NZ Banking Group.

Other new standards and amendments to existing standards that are not yet effective are not expected to have a material impact on the NZ

Banking Group.

Notes to the financial statements

12Westpac Banking Corporation - New Zealand Banking Group

Note 2 Net interest income
Accounting policy

Interest income and interest expense for all interest earning financial assets and interest bearing financial liabilities at amortised cost or FVOCI,

detailed within the table below, are recognised using the effective interest method. Net income from Treasury’s interest rate and liquidity

management activities is included in net interest income.

The effective interest method calculates the amortised cost of a financial instrument by discounting the financial instrument’s estimated future

cash receipts or payments to their present value and allocates the interest income or interest expense, including any fees, costs, premiums or

discounts integral to the instrument, over its expected life.

Interest income is calculated based on the gross carrying amount of financial assets in stages 1 and 2 of the NZ Banking Group's ECL model and

on the carrying amount net of the provision for ECL for financial assets in stage 3.

NZ BANKING GROUP

$ millions

Note

2024

2023

Interest income

Calculated using the effective interest method

Cash and balances with central banks

509

533

Collateral paid

4

4

Investment securities

218

161

Loans

6,675

5,453

Due from related entities

23

115

127

Total interest income calculated using the effective interest method7,521

6,278

Other

Trading securities and financial assets measured at FVIS

272

218

Total other272

218

Total interest income7,793

6,496

Interest expense

Calculated using the effective interest method

Collateral received

26

24

Deposits and other borrowings

3,339

2,523

Due to related entities23

100

86

Debt issues

418

265

Loan capital

186

147

Other financial liabilities

243

236

Total interest expense calculated using the effective interest method4,312

3,281

Other

Deposits and other borrowings

153

147

Debt issues

122

170

Other interest expense

1

277

60

Total other552

377

Total interest expense4,864

3,658

Net interest income2,929

2,838

1

Includes the net impact of Treasury's interest rate and liquidity management activities.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group13

Note 3 Non-interest income
Accounting policy

Non-interest income includes net fees and commissions income, net wealth management income, trading income and other income.

Net fees and commissions income

When another party is involved in providing goods or services to a NZ Banking Group customer, the NZ Banking Group assesses whether the

nature of the arrangement with its customer is as a principal provider or an agent of another party. Where the NZ Banking Group is acting as an

agent for another party, the income earned by the NZ Banking Group is the net consideration received (i.e. the gross amount received from the

customer less amounts paid to a third party provider). As an agent, the net consideration represents fees and commissions income for

facilitating the transaction between the customer and the third party provider with primary responsibility for fulfilling the contract.

Fees and commissions income

Fees and commissions income is recognised when the performance obligation is satisfied by transferring the promised good or service to the

customer. Fees and commissions income includes facility fees, transaction fees and commissions and other non-risk fee income. Commissions

income includes commissions received for the distribution of general and life insurance products.

Facility fees include certain line fees, annual credit card fees and fees for providing customer bank accounts. They are recognised over the term

of the facility/period of service on a straight line basis.

Transaction fees and commissions are earned for facilitating banking transactions such as FX and telegraphic transfers. Fees and commissions

for these one-off transactions are recognised once the transaction has been completed. Transaction fees and commissions are also recognised

for credit card transactions including interchange fees net of scheme charges. These are recognised once the transaction has been completed,

however, a component of interchange fees received is deferred as unearned income as the NZ Banking Group has a future service obligation to

customers under the NZ Banking Group’s credit card reward programmes.

Other non-risk fee income includes advisory and underwriting fees which are recognised when the related service is completed.

Income which forms an integral part of the effective interest rate of a financial instrument is recognised using the effective interest method and

recorded in interest income (for example, loan origination fees).

Fees and commissions expenses

Fees and commissions expenses include incremental external costs that vary directly with the provision of goods or services to customers. An

incremental cost is one that would not have been incurred if a specific good or service had not been provided to a specific customer. Fees and

commissions expenses which form an integral part of the effective interest rate of a financial instrument are recognised using the effective

interest method and recorded in net interest income. Fees and commissions expenses include the costs associated with credit card loyalty

programmes which are recognised as an expense when the services are provided on the redemption of points.

Net wealth management income

Wealth management fees earned for the ongoing management of customer funds and investments are recognised when the performance

obligation is satisfied which is over the period of management.

Trading income

●Realised and unrealised gains or losses from changes in the fair value of trading assets, liabilities and derivatives are recognised in the

period in which they arise (except day one profits or losses which are deferred, refer to Note 25); and

●Net income related to Treasury’s interest rate and liquidity management activities is included in net interest income.

Notes to the financial statements

14Westpac Banking Corporation - New Zealand Banking Group

Note 3 Non-interest income (continued)
NZ BANKING GROUP

$ millions2024

2023

Net fees and commissions

Facility fees

54

48

Transaction fees and commissions

200

203

Other non-risk fee income

1

23

20

Fees and commissions income 277

271

Credit card loyalty programmes

(31)

(35)

Transaction fees and commissions related expenses

(45)

(39)

Fees and commissions expenses (76)

(74)

Net fees and commissions 201

197

Net wealth management 43

37

Trading 20

57

Other

Net ineffectiveness on qualifying hedges

(9)

-

Other

9

7

Total other -

7

Total non-interest income 264

298

1

Includes management fees due from related entities. Refer to Note 23.

Deferred income in relation to the credit card loyalty programmes for the NZ Banking Group was $24 million as at 30 September 2024 (30

September 2023: $27 million). This will be recognised as fees and commissions income as the credit card reward points are redeemed.

There were no other material contract assets or contract liabilities for the NZ Banking Group.

Note 4 Operating expenses

NZ BANKING GROUP

$ millions

Note

2024

2023

Staff expenses

751

710

Lease expenses

17

24

Depreciation

99

82

Technology services and telecommunications

1

247

245

Purchased services

1

57

76

Software amortisation

113

60

Related entities - management fees23

15

11

Other

2

128

145

Total operating expenses 1,427

1,353

1

Comparative amounts have been revised to align to the current year presentation, resulting in a $20 million increase in Technology services and

telecommunications and a corresponding decrease in Purchased services.

2

'Other' includes expenses such as advertising, property related costs, postage and freight and non-lending losses.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group15

Note 5 Auditor’s remuneration18
NZ BANKING GROUP

$'000s2024

2023

Audit and audit related services

Audit and review of financial statements

1

3,941

3,739

Other audit related services

2,3

787

824

Total remuneration for audit and other audit related services 4,728

4,563

Other services

4

150

303

Total remuneration for non-audit services 150

303

Total remuneration for audit, other audit related services and non-audit services 4,878

4,866

1

Fees for the annual audit of the financial statements, the review procedures performed on the interim financial statements, Sarbanes-Oxley reporting undertaken in

the role of the auditor and limited assurance over compliance with the information required on capital adequacy, regulatory liquidity requirements and credit and

market risk exposures.

2

Assurance or agreed upon procedures for the issue of comfort letters and work on the NZ Banking Group's debt issuance programmes.

3

As at 30 September 2024, $260,311 was paid to PwC Australia for the issue of comfort letters and work on the NZ Banking Group's 'debt issuance programmes (30

September 2023: $304,514).

4

Fees for the year ended 30 September 2024 relate to assessments of whether preconditions for assurance exist in preparation for assurance over greenhouse gas

disclosures. Fees for the year ended 30 September 2023 related to a system pre-implementation and data migration assessment.

It is the NZ Banking Group’s policy to engage the external auditor on assignments additional to their statutory audit duties only if their

independence is not impaired or seen to be impaired, and where their expertise and experience with the NZ Banking Group is important.

The external auditor also provides audit and non-audit assurance services to non-consolidated entities, including non-consolidated trusts and

non-consolidated superannuation funds or pension funds of which a member of the NZ Banking Group is manager or responsible entity. During

the year ended 30 September 2024, the fees in respect of these services were $490,392 (30 September 2023: $505,331). This amount is not

included in the table above.

Note 6 Impairment charges/(benefits)

Accounting policy

Impairment charges are based on an expected loss model which measures the difference between the current carrying amount and the present

value of expected future cash flows taking into account past experience, current conditions and multiple probability-weighted macroeconomic

scenarios for reasonably supportable future economic conditions. Further details of the calculation of ECL and the critical accounting

assumptions and estimates relating to impairment charges are included in Note 12.

Impairment charges are recognised in the income statement, with a corresponding amount recognised as follows:

●Loans at amortised cost: as a reduction of the carrying value of the financial asset through an offsetting provision account (refer to Note

12);

●Investment securities: in reserves in OCI with no reduction of the carrying value of the debt security (refer to the statement of changes in

equity); and

●Credit commitments: as a provision (refer to Note 20).

Uncollectable loans

A loan may become uncollectable in full or part if, after following the NZ Banking Group’s loan recovery procedures, the NZ Banking Group

remains unable to collect that loan’s contractual repayments. Uncollectable amounts are written off against their related provision for ECL, after

all possible repayments have been received.

Where loans are secured, amounts are generally written off after receiving the proceeds from the security, or in certain circumstances, where

the net realisable value of the security has been determined and this indicates that there is no reasonable expectation of full recovery, write-off

may be earlier. Unsecured consumer loans are generally written off after 180 days past due.

The NZ Banking Group may subsequently be able to recover cash flows from loans written off. In the period which these recoveries are made,

they are recognised in the income statement.

Notes to the financial statements

16Westpac Banking Corporation - New Zealand Banking Group

Note 6 Impairment charges/(benefits) (continued)
NZ BANKING GROUP

$ millions2024

2023

Provisions raised/(released):

Performing

(20)

78

Non-performing

36

46

Bad debts written-off/(recovered) directly to the income statement

11

11

Impairment charges/(benefits) 27

135

of which relates to:

Loans and credit commitments

27

135

Impairment charges/(benefits) 27

135

Impairment charges/(benefits) on all other financial assets are not material to the NZ Banking Group.

Note 7 Income tax expense

Accounting policy

The income tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it

relates to items recognised directly in OCI, in which case it is recognised in the statement of comprehensive income.

Current tax is the tax payable for the year using enacted or substantively enacted tax rates and laws. Current tax also includes adjustments to

tax payable for previous years.

Goods and services tax

Revenue, expenses and assets are recognised net of GST except to the extent that GST is not recoverable from the New Zealand Inland Revenue.

In these circumstances, GST is recognised as part of the expense or the cost of the asset.

Critical accounting assumptions and estimates

Significant judgement is required in determining the current tax liability. There may be transactions with uncertain tax outcomes and provisions

are determined based on the expected outcomes.

NZ BANKING GROUP

$ millions2024

2023

Income tax expense

Current tax:

Current year

467

472

Prior year adjustments

1

(2)

Deferred tax (refer to Note 15):

Current year

19

(6)

Prior year adjustments

(1)

-

Total income tax expense 486

464

Profit before income tax expense 1,739

1,648

Tax calculated at tax rate of 28%

487

461

Expenses not deductible for tax purposes

(1)

5

Prior year adjustments

-

(2)

Total income tax expense 486

464

The effective tax rate for the year ended 30 September 2024 was 27.9% (30 September 2023: 28.2%).

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group17

Note 8 Imputation credit account
NZ BANKING GROUP

$ millions2024

2023

Imputation credits available for use in subsequent reporting periods

408

186

The imputation credit balance shown above represents imputation credits available to New Zealand tax resident members of the NZ Banking

Group. The 2024 imputation credit balance available to the Overseas Bank (not included in the NZ Banking Group balance above) is $583 million

(30 September 2023: $802 million).

Note 9 Trading securities and financial assets measured at FVIS

Accounting policy

Trading securities

Trading securities include actively traded debt (government and other) and those acquired for sale in the near term. The instruments are

measured at fair value.

Reverse repurchase agreements

Securities purchased under these agreements are not recognised on the balance sheet, as the NZ Banking Group has not obtained the risks and

rewards of ownership. The cash consideration paid is recognised as a reverse repurchase agreement, which forms part of a trading portfolio that

is measured at fair value.

Fair value gains and losses on these financial assets are recognised in the income statement. Interest earned from debt securities is recognised

in interest income (refer to Note 2).

NZ BANKING GROUP

$ millions2024

2023

Government and semi-government securities

3,315

2,354

Other debt securities

2,240

2,166

Reverse repurchase agreements

168

487

Total trading securities and financial assets measured at FVIS 5,723

5,007

Note 10 Investment securities

Accounting policy

Investment securities include debt securities (government and other) that are measured at FVOCI. These instruments are classified based on the

criteria disclosed under the heading “Financial assets and financial liabilities” in Note 1.

Debt securities measured at FVOCI

Includes debt instruments that have contractual cash flows which represent SPPI on the principal balance outstanding and they are held within a

business model whose objective is achieved both through collecting these cash flows or selling the financial asset.

These securities are measured at fair value with unrealised gains and losses recognised in OCI except for interest income, impairment charges

and FX gains and losses and fair value hedge adjustments which are recognised in the income statement.

Impairment is measured using the same ECL model applied to financial assets measured at amortised cost. Impairment is recognised in the

income statement with a corresponding amount in OCI with no reduction of the carrying value of the debt security which remains at fair value.

Refer to Note 12 for further details.

The cumulative gain or loss recognised in OCI is subsequently recognised in the income statement when the instrument is disposed.

NZ BANKING GROUP

$ millions2024

2023

Government and semi-government securities

5,011

4,088

Other debt securities

2,524

2,563

Total investment securities 7,535

6,651

Notes to the financial statements

18Westpac Banking Corporation - New Zealand Banking Group

Note 11 Loans
Accounting policy


Loans are financial assets initially recognised at fair value plus directly attributable transaction costs and fees.

Loans are subsequently measured at amortised cost using the effective interest method where they have contractual cash flows which represent

SPPI on the principal balance outstanding and they are held within a business model whose objective is achieved through holding the loans to

collect these cash flows. They are presented net of any provision for ECL.

Loan products that have both mortgage and deposit facilities are presented gross on the balance sheet, segregating the asset and liability

component, because they do not meet the criteria to be offset. Interest earned on these products is presented on a net basis in the income

statement as this reflects how the customer is charged.

The following table shows loans disaggregated by types of credit exposure:

NZ BANKING GROUP

$ millions2024

2023

Residential mortgages

68,011

65,757

Other retail

2,563

2,648

Corporate

32,098

31,619

Other

293

194

Total gross loans 102,965

100,218

Provision for ECL on loans (refer to Note 12)

(502)

(507)

Total net loans 102,463

99,711

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group19

Note 12 Provision for expected credit losses
Accounting policy

Note 6 provides details of impairment charges/(benefits).

Impairment applies to all financial assets at amortised cost, debt securities measured at FVOCI and credit commitments.

The ECL is recognised as follows:

●Loans at amortised cost: as a reduction of the carrying value of the financial asset through an offsetting provision account (refer to Note

11);

●Investment securities: in reserves in OCI with no reduction of the carrying value of the debt security itself (refer to the statement of

changes in equity); and

●Credit commitments: as a provision (refer to Note 20).

Measurement

The NZ Banking Group calculates the provision for ECL based on a three stage approach. The provision for ECL is a probability-weighted

estimate of the cash shortfalls expected to result from defaults over the relevant timeframe. They are determined by evaluating a range of

possible outcomes and taking into account the time value of money, past events, current conditions and forecasts of future economic

conditions.

The models use three main components to determine the ECL (as well as the time value of money) including:

●PD: the probability that a counterparty will default;

●LGD: the loss that is expected to arise in the event of a default; and

●EAD: the estimated outstanding amount of credit exposure at the time of the default.

Model stages

The three stages are as follows:

Stage 1: 12 months ECL - performing

For financial assets where there has been no significant increase in credit risk since origination a provision for 12 months ECL is recognised.

Stage 2: Lifetime ECL – performing

For financial assets where there has been a significant increase in credit risk since origination but where the asset is still performing a provision

for lifetime ECL is recognised. The indicators of a significant increase in credit risk are described on the following page.

Stage 3: Lifetime ECL – non-performing

Financial assets in Stage 3 are those that are in default. A default occurs when:

●The NZ Banking Group considers that the customer is unable to repay its credit obligations in full, irrespective of recourse by the NZ

Banking Group to action such as realising security. Indicators include a breach of contract with the NZ Banking Group such as a default on

interest or principal payments, a borrower experiencing significant financial difficulties or observable economic conditions that correlate

to defaults on an individual basis; or

●The customer is more than 90 days past due on any material credit obligation.

A provision for lifetime ECL is recognised on these financial assets.

Collective and individual assessment

Financial assets that are in Stages 1 and 2 are assessed on a collective basis. This means that they are grouped in pools of similar assets with

similar credit risk characteristics including the type of product and CRG. Financial assets in Stage 3 are assessed on an individual basis and

calculated collectively for those below a specified threshold.

Expected life

In considering the lifetime timeframe for ECL in Stages 2 and 3, the standard generally requires use of the remaining contractual life adjusted,

where appropriate, for prepayments, extension and other options. For certain revolving credit facilities which include both a drawn and undrawn

component (e.g. credit cards and revolving lines of credit), the NZ Banking Group’s contractual ability to demand repayment and cancel the

undrawn commitment does not limit the exposure to credit losses to the contractual notice period. For these facilities, lifetime is based on

historical behaviour.

Movement between stages

Financial assets may move in both directions through the stages of the impairment model. Financial assets previously in Stage 2 may move back

to Stage 1 if it is no longer considered that there has been a significant increase in credit risk. Similarly, financial assets in Stage 3 may move back

to Stage 1 or Stage 2 if they are no longer assessed to be non-performing.

Notes to the financial statements

20Westpac Banking Corporation - New Zealand Banking Group

Note 12 Provision for expected credit losses (continued)
Accounting policy (continued)

Critical accounting assumptions and estimates

Key judgements include when a significant increase in credit risk has occurred, the estimation of forward-looking macroeconomic information

and overlays. Other factors which can impact the provision include the borrower’s financial situation, the realisable value of collateral, the NZ

Banking Group’s position relative to other claimants, the reliability of customer information and the likely cost and duration of recovering the

loan.

Significant increase in credit risk

Determining when a financial asset has experienced a significant increase in credit risk since origination is a critical accounting judgement which

is based on the change in the PD since origination. In determining whether a change in PD represents a significant increase in risk, relative

changes in PD and absolute PD thresholds are both considered based on the portfolio of the exposure.

The NZ Banking Group does not rebut the presumption that instruments that are 30 days past due have experienced a significant increase in

credit risk, but this is used as a backstop rather than the primary indicator.

Forward-looking macroeconomic information

The measurement of ECL for each stage and the assessment of significant increase in credit risk consider information about past events and

current conditions as well as reasonable and supportable projections of future events and economic conditions. The estimation of forward-

looking information is a critical accounting judgement. The NZ Banking Group considers three future macroeconomic scenarios including a base

case scenario along with upside and downside scenarios.

The macroeconomic variables used in these scenarios, based on current economic forecasts, include (but are not limited to) unemployment

rates, real gross domestic product growth rates, base interest rates and residential property price indices.

●Base case scenario

This scenario utilises the internal Westpac Economic forecasts used for strategic decision making and forecasting.

●Upside scenario

This scenario represents a modest improvement on the base case scenario.

●Downside scenario

The downside scenario is a more severe scenario with ECL higher than those under the base case scenario. This scenario assumes a

recession with a combination of negative GDP growth, declines in residential property prices and an increase in the unemployment rate,

which simultaneously impact ECL across all portfolios from the reporting date.

The three macroeconomic scenarios are probability weighted and together represent the NZ Banking Group’s view of the forward-looking

distribution of potential loss outcomes. The weighting applied to each of the three macroeconomic scenarios takes into account historical

frequency, current trends, and forward-looking conditions.

The macroeconomic variables and probability weightings of the three macroeconomic scenarios are subject to the approval of the NZ Banking

Group’s Chief Financial Officer and Chief Risk Officer with oversight from the Board of Directors (and its Committees).

Portfolio overlays

Where appropriate, adjustments will be made to modelled outcomes to reflect reasonable and supportable information not already

incorporated in the models. These adjustments (overlays) may be an increase or decrease in the provision for ECL.

Judgements can change with time as new information becomes available which could result in changes to the provision for ECL.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group21

Note 12 Provision for expected credit losses (continued)
Loans and credit commitments

The following tables reconcile the provisions for ECL on loans and credit commitments by stage for the NZ Banking Group.

NZ BANKING GROUP

2024

2023

Performing Non-performing

PerformingNon-performing

Stage 1 Stage 2 Stage 3 Stage 3

Stage 1Stage 2Stage 3Stage 3

$ millions

CAP CAP CAP IAP Total

CAPCAPCAPIAPTotal

Provision for ECL on loans

Residential mortgages

29 148 49 21 247

37 139 61 10 247

Other retail

9 31 11 4 55

11 34 12 1 58

Corporate

27 115 22 36 200

29 127 34 12 202

Total provision for ECL on

loans (refer to Note 11)

65 294 82 61 502

77 300 107 23 507

Provision for ECL on credit

commitments

Residential mortgages

4 11 - - 15

5 8 - - 13

Other retail

3 6 - - 9

4 8 - - 12

Corporate

4 14 - 11 29

5 14 - - 19

Total provision for ECL on

credit commitments (refer to

Note 20)

11 31 - 11 53

14 30 - - 44

Total provision for ECL on

loans and credit

commitments

76 325 82 72 555

91 330 107 23 551

Gross loans

79,904 22,070 800 191 102,965

76,428 23,019 709 62 100,218

Credit commitments

24,615 3,708 20 19 28,362

25,110 3,748 25 1 28,884

Gross loans and credit

commitments

104,519 25,778 820 210 131,327

101,538 26,767 734 63 129,102

Coverage ratio on loans (%)

0.08 1.33 10.25 31.94 0.49

0.10 1.30 15.09 37.10 0.51

Coverage ratio on loans and

credit commitments (%)

0.07 1.26 10.00 34.29 0.42

0.09 1.23 14.58 36.51 0.43

Movements in components of loss allowance

The reconciliation of the provision for ECL for loans and credit commitments has been determined by an aggregation of monthly movements over

the year. The key line items in the reconciliation represent the following:

●“Transfers between stages” lines represent transfers between Stage 1, Stage 2 and Stage 3 prior to remeasurement of the provision for ECL.

●“New financial assets originated” line represents new accounts originated during the year.

●“Financial assets derecognised during the period” line represents loans derecognised due to final repayments during the year.

●“Other charges/(credits) to the income statement” line represents the impact on the provision for ECL due to changes in credit quality

during the year (including transfers between stages), changes in portfolio overlays, changes due to forward-looking economic scenarios and

partial repayments and additional drawdowns on existing facilities over the year.

●Amounts written off represent a reduction in the provision for ECL as a result of derecognition of exposures where there is no reasonable

expectation of full recovery.

Notes to the financial statements

22Westpac Banking Corporation - New Zealand Banking Group

Note 12 Provision for expected credit losses (continued)
NZ BANKING GROUP

Performing Non-performing

Total

Stage 1 Stage 2 Stage 3 Stage 3

$ millions

CAP CAP CAP IAP

Provision for ECL on loans and credit commitments as at

30 September 2023

91 330 107 23 551

Transfers to Stage 1

108 (103) (5) - -

Transfers to Stage 2

(19) 76 (57) - -

Transfers to Stage 3 CAP

- (65) 69 (4) -

Transfers to Stage 3 IAP

- (12) (26) 38 -

Reversals of previously recognised impairment charges

- - - (25) (25)

New financial assets originated

23 - - - 23

Financial assets derecognised during the year

(12) (59) (52) - (123)

Changes in CAP due to amounts written off

- - (25) - (25)

Other charges/(credits) to the income statement

(115) 158 71 52 166

Total charges/(credits) to the income statement for ECL (15) (5) (25) 61 16

Amounts written off from IAP

- - - (12) (12)

Total provision for ECL on loans and credit commitments

as at 30 September 2024

76 325 82 72 555

NZ BANKING GROUP

Performing Non-performing

Total

Stage 1 Stage 2 Stage 3 Stage 3

$ millions

CAP CAP CAP IAP

Provision for ECL on loans and credit commitments as at

30 September 2022

103 240 69 27 439

Transfers to Stage 1 96 (90) (6) - -

Transfers to Stage 2 (31) 67 (36) - -

Transfers to Stage 3 CAP - (37) 41 (4) -

Transfers to Stage 3 IAP - (2) (14) 16 -

Reversals of previously recognised impairment charges - - - (9) (9)

New financial assets originated 12 - - - 12

Financial assets derecognised during the year (7) (45) (23) - (75)

Changes in CAP due to amounts written off - - (24) - (24)

Other charges/(credits) to the income statement (82) 197 100 5 220

Total charges/(credits) to the income statement for ECL

(12) 90 38 8 124

Amounts written off from IAP - - - (12) (12)

Total provision for ECL on loans and credit commitments

as at 30 September 2023

91 330 107 23 551

The attribution of amounts disclosed in the movement schedule has been revised to better reflect the nature of the changes in the provision for ECL. Comparatives

have been revised for consistency.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group23

Note 12 Provision for expected credit losses (continued)
Movements in components of loss allowance – by types of credit exposure

The provision for ECL on loans and credit commitments can be further disaggregated into the following types of credit exposure:

NZ BANKING GROUP

Performing Non-performing

Total

Stage 1 Stage 2 Stage 3 Stage 3

$ millions

CAP CAP CAP IAP

Residential mortgages

Balance as at 30 September 2023 42 147 61 10 260

Transfers to Stage 1

45 (43) (2) - -

Transfers to Stage 2

(6) 37 (31) - -

Transfers to Stage 3 CAP

- (14) 16 (2) -

Transfers to Stage 3 IAP

- - (19) 19 -

Reversals of previously recognised impairment charges

- - - (11) (11)

New financial assets originated

7 - - - 7

Financial assets derecognised during the year

(1) (11) (20) - (32)

Changes in CAP due to amounts written off

- - - - -

Other charges/(credits) to the income statement

(54) 43 44 11 44

Total charges/(credits) to the income statement for ECL (9) 12 (12) 17 8

Amounts written off from IAP

- - - (6) (6)

Balance as at 30 September 2024 33 159 49 21 262

Other retail

Balance as at 30 September 2023 15 42 12 1 70

Transfers to Stage 1

47 (45) (2) - -

Transfers to Stage 2

(6) 12 (6) - -

Transfers to Stage 3 CAP

- (13) 13 - -

Transfers to Stage 3 IAP

- - (1) 1 -

Reversals of previously recognised impairment charges

- - - (1) (1)

New financial assets originated

5 - - - 5

Financial assets derecognised during the year

(2) (7) (2) - (11)

Changes in CAP due to amounts written off

- - (23) - (23)

Other charges/(credits) to the income statement

(47) 48 20 5 26

Total charges/(credits) to the income statement for ECL (3) (5) (1) 5 (4)

Amounts written off from IAP

- - - (2) (2)

Balance as at 30 September 2024 12 37 11 4 64

Corporate

Balance as at 30 September 2023 34 141 34 12 221

Transfers to Stage 1

16 (15) (1) - -

Transfers to Stage 2

(7) 27 (20) - -

Transfers to Stage 3 CAP

- (38) 40 (2) -

Transfers to Stage 3 IAP

- (12) (6) 18 -

Reversals of previously recognised impairment charges

- - - (13) (13)

New financial assets originated

11 - - - 11

Financial assets derecognised during the year

(9) (41) (30) - (80)

Changes in CAP due to amounts written off

- - (2) - (2)

Other charges/(credits) to the income statement

(14) 67 7 36 96

Total charges/(credits) to the income statement for ECL (3) (12) (12) 39 12

Amounts written off from IAP

- - - (4) (4)

Balance as at 30 September 2024 31 129 22 47 229

The above movements in components of loss allowance table does not include ‘Other’ credit exposures on the basis that the provision for ECL is

nil.

Notes to the financial statements

24Westpac Banking Corporation - New Zealand Banking Group

Note 12 Provision for expected credit losses (continued)

NZ BANKING GROUP

Performing Non-performing

Total

Stage 1 Stage 2 Stage 3 Stage 3

$ millions

CAP CAP CAP IAP

Residential mortgages

Balance as at 30 September 2022

46 91 43 9 189

Transfers to Stage 1 22 (20) (2) - -

Transfers to Stage 2 (7) 29 (22) - -

Transfers to Stage 3 CAP - (6) 8 (2) -

Transfers to Stage 3 IAP - - (9) 9 -

Reversals of previously recognised impairment charges - - - (5) (5)

New financial assets originated 2 - - - 2

Financial assets derecognised during the year (1) (5) (12) - (18)

Changes in CAP due to amounts written off - - - - -

Other charges/(credits) to the income statement (20) 58 55 4 97

Total charges/(credits) to the income statement for ECL

(4) 56 18 6 76

Amounts written off from IAP - - - (5) (5)

Balance as at 30 September 2023

42 147 61 10 260

Other retail

Balance as at 30 September 2022

17 43 13 1 74

Transfers to Stage 1 57 (54) (3) - -

Transfers to Stage 2 (10) 18 (8) - -

Transfers to Stage 3 CAP - (13) 13 - -

Transfers to Stage 3 IAP - - (1) 1 -

Reversals of previously recognised impairment charges - - - (1) (1)

New financial assets originated 4 - - - 4

Financial assets derecognised during the year (2) (12) (3) - (17)

Changes in CAP due to amounts written off - - (23) - (23)

Other charges/(credits) to the income statement (51) 60 24 - 33

Total charges/(credits) to the income statement for ECL

(2) (1) (1) - (4)

Amounts written off from IAP - - - - -

Balance as at 30 September 2023

15 42 12 1 70

Corporate

Balance as at 30 September 2022

40 106 13 17 176

Transfers to Stage 1 17 (16) (1) - -

Transfers to Stage 2 (14) 20 (6) - -

Transfers to Stage 3 CAP - (18) 20 (2) -

Transfers to Stage 3 IAP - (2) (4) 6 -

Reversals of previously recognised impairment charges - - - (3) (3)

New financial assets originated 6 - - - 6

Financial assets derecognised during the year (4) (28) (8) - (40)

Changes in CAP due to amounts written off - - (1) - (1)

Other charges/(credits) to the income statement (11) 79 21 1 90

Total charges/(credits) to the income statement for ECL

(6) 35 21 2 52

Amounts written off from IAP - - - (7) (7)

Balance as at 30 September 2023

34 141 34 12 221

The attribution of amounts disclosed in the movement schedule has been revised to better reflect the nature of the changes in the provision for ECL. Comparatives

have been revised for consistency.

The above movements in components of loss allowance table does not include ‘Other’ credit exposures on the basis that the provision for ECL is

nil.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group25

Note 12 Provision for expected credit losses (continued)
Impact of overlays on the provision for ECL on loans and credit commitments

The following table attributes the provision for ECL on loans and credit commitments between modelled ECL and portfolio overlays.

Portfolio overlays are used to capture areas of potential risk and uncertainty in the portfolio that are not captured in the underlying modelled ECL.

These risks may result in under or overestimation of the modelled provision for ECL.

NZ BANKING GROUP

$ millions2024

2023

Modelled provision for ECL on loans and credit commitments

588

505

Overlays

(33)

46

Total provision for ECL on loans and credit commitments 555

551

Details of changes related to forward-looking economic inputs and portfolio overlays, based on reasonable and supportable information up to the

date of this disclosure statement, are provided below.

Modelled provision for ECL on loans and credit commitments

The modelled provision for ECL on loans and credit commitments is a probability weighted estimate based on three scenarios which together

represent the NZ Banking Group’s view of the forward-looking distribution of potential loss outcomes. The changes in provisions as a result of

changes in modelled ECL are reflected through the “Other charges/(credits) to the income statement” line in the “Movements in components of

loss allowance” table. Overlays are used to capture potential risk and uncertainty in the portfolio that are not captured in the underlying modelled

ECL. These risks may result in under or overestimation of the modelled provision for ECL.

The base case scenario uses the following Westpac Economic forecasts:

Key economic assumptions for base case

scenario

30 September 2024

30 September 2023

Annual GDP

Forecast growth ofForecast growth of

0.1% for calendar year 2024 and

0.8% for calendar year 2023 and

2.0% for calendar year 2025.

0.2% for calendar year 2024.

Residential property pricesForecast annual price appreciation of

Forecast annual price contraction of

+0.7% for calendar year 2024 and

-1.0% for calendar year 2023 and

+6.4% for calendar year 2025.

price appreciation of


+7.7% for calendar year 2024.

Cash rate

Forecast cash rate ofForecast cash rate of

4.75% at December 2024 and5.75% at December 2023 and

3.75% at December 2025.5.25% at December 2024.

Unemployment rate

Forecast rate ofForecast rate of

5.3% at December 2024 and4.3% at December 2023 and

5.6% at December 2025.5.2% at December 2024.

The downside scenario is a more severe scenario with ECL higher than the base case. This scenario assumes a recession with a combination of

negative GDP growth, declines in residential property prices and an increase in the unemployment rate, which simultaneously impact ECL across

all portfolios from the reporting date. The assumptions used in this scenario and relativities to the base case will be monitored having regard to

the emerging economic conditions and updated where necessary. The upside scenario represents a modest improvement to the base case.

The following sensitivity table shows the reported provision for ECL on loans and credit commitments based on the probability weighted scenarios

and what the provision for ECL on loans and credit commitments would be assuming a 100% weighting is applied to the base case scenario and to

the downside scenario (with all other assumptions held constant).

NZ BANKING GROUP

$ millions2024

2023

Reported probability-weighted ECL

555

551

100% base case ECL

341

417

100% downside ECL

850

719

If 1% of the stage 1 gross exposure from loans and credit commitments (calculated on a 12 month ECL) were transferred to stage 2 (calculated on a

lifetime ECL) the provision for ECL on loans and credit commitments would increase by $14 million (30 September 2023: $14 million) based on

applying the average provision coverage ratios by stage to the movement in the gross exposure by stage.

Notes to the financial statements

26Westpac Banking Corporation - New Zealand Banking Group

Note 12 Provision for expected credit losses (continued)
The following table discloses the macroeconomic scenario weightings applied by the NZ Banking Group as at 30 September 2024 and 30

September 2023. In March 2024, the downside scenario weighting was reduced by 2.5%, with a corresponding increase in the base case

weighting, reflecting a modest reduction in broader macroeconomic uncertainty.

NZ BANKING GROUP

Macroeconomic scenario weightings (%)2024

2023

Upside

5.0

5.0

Base

52.5

50.0

Downside

42.5

45.0

Portfolio overlays

Portfolio overlays are used to address areas of risk, including significant uncertainties that are not captured in the underlying modelled ECL. These

risks may result in under or overestimation of the modelled provision for ECL. Determination of portfolio overlays requires expert judgement and is

thoroughly documented and subject to comprehensive internal governance and oversight. Portfolio overlays are continually reassessed and if the

risk is judged to have changed (increased or decreased), or is subsequently captured in the modelled ECL, the portfolio overlays will be released

or remeasured.

The NZ Banking Group’s total portfolio overlays as at 30 September 2024 were $(33) million (30 September 2023: $46 million).

An overlay of $(33) million on the provision for ECL for residential mortgages was recognised at 30 September 2024 to adjust for observed

conservatism in the modelled outcome identified through model monitoring.

Overlays held at 30 September 2023 have been released on the basis that these are now considered to be reflected in the modelled outcome.

Impact of changes in gross carrying amount on the provision for ECL

●Stage 1 gross carrying amount had a net increase of $3.5 billion (30 September 2023: decreased by $9.4 billion), primarily driven by new

lending during the period, partially offset by underlying portfolio movement from the residential mortgages and corporate portfolios,

including derecognitions and repayments. The Stage 1 ECL decrease is in line with Stage 1 exposure movement to Stage 2, primarily driven by

underlying portfolio movements and a more negative economic outlook.

●Stage 2 gross carrying amount decreased by $0.9 billion (30 September 2023: increased by $11.6 billion), primarily driven by derecognitions

and repayments, partially offset by underlying portfolio movement from the residential mortgages and corporate portfolios. The Stage 2 ECL

decrease is in line with Stage 2 exposure movement, partially offset by underlying portfolio movements and a more negative economic

outlook from the residential mortgages and corporate portfolios.

●Stage 3 gross carrying amount increased by $0.2 billion (30 September 2023: increased by $0.2 billion), driven by increases in 90 days past

due exposures from the residential mortgages portfolio and customer downgrades from the corporate portfolio, partially offset by

derecognitions and repayments and releases due to write-offs from the other retail portfolio. The Stage 3 ECL increases are in line with the

increase in Stage 3 exposures.

Refer to Note iii. Asset quality of the Registered bank disclosures for further details.

Write-offs still under enforcement activity

The amount of current year write-offs which remain subject to enforcement activity was $30 million (30 September 2023: $23 million).

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group27

Note 13 Credit risk management
IndexNote nameNote number

Credit risk

Credit risk management framework13.1

The risk of financial loss where a customer or counterparty

fails to meet their financial obligations to the NZ Banking

Group.

Credit risk ratings system13.2

Credit concentrations and maximum exposure to credit risk13.3

Credit quality of financial assets13.4

Credit risk mitigation, collateral and other credit

enhancements

13.5

13.1 Credit risk management framework

Please refer to Note 32.1 for details of the NZ Banking Group’s overall Risk Management Framework.

●The Overseas Banking Group maintains a Credit Risk Management Framework, a Credit Risk Management Strategy, and a Credit Risk

Appetite Statement, and a number of supporting policies that define roles and responsibilities, acceptable practices, limits and key

controls.

●The Overseas Bank’s Credit Risk Management Framework describes the principles, methodologies, systems, roles and responsibilities,

reports and key controls for managing credit risk. Within the Credit Risk Management Framework, the NZ Banking Group has its own credit

approval limits approved by Westpac New Zealand’s Board as delegated by the Overseas Banking Group’s Chief Risk Officer.

●Westpac New Zealand's BRCC, Westpac New Zealand’s RISKCO and Westpac New Zealand’s CREDCO monitor the risk profile, performance

and management of the NZ Banking Group’s credit portfolio on at least a quarterly basis, and the development and review of key credit risk

policies are performed on at least an annual basis; other management reviews occur monthly or more frequently.

●Additionally, the NZ Branch Risk Committee monitors the risk profile, performance and management of the NZ Branch credit portfolio on a

quarterly basis. Other management reviews occur monthly or more frequently. Group BRiskC oversees the development and review of key

credit risk policies.

●The NZ Banking Group’s Credit Risk Rating System Policy describes the credit risk rating system philosophy, design, key features and uses of

rating outcomes.

●All models materially impacting the risk rating process are periodically reviewed in accordance with the NZ Banking Group’s model risk

policies.

●An annual review is performed of the Credit Risk Rating System for approval by the Overseas Banking Group’s Group Chief Credit Officer and

noting by Group BRiskC and Overseas Banking Group CREDCO.

●Specific credit risk estimates (including PD, LGD and EAD) are overseen and reviewed annually in line with the Overseas Banking Group’s

Model Risk Policy. Models are approved under delegated authority from the Overseas Banking Group’s Chief Risk Officer. Model Risk is

overseen by the Overseas Banking Group’s Model Risk Committee (a subcommittee of the Group BRiskC).

●In determining the provision for ECL, the forward-looking economic inputs and the probability weightings of the forward-looking scenarios

as well as any adjustments made to the modelled outcomes are subject to the approval of the NZ Banking Group’s Chief Financial Officer

and Chief Risk Officer with oversight from the Westpac New Zealand Board (and its Committees).

●Policies for delegating credit approval authorities and formal limits for the extension of credit are established throughout the NZ Banking

Group.

●Credit policies are established and maintained throughout the NZ Banking Group. They include policies governing the origination,

evaluation, approval, documentation, settlement and ongoing management of credit risks.

●Sector policies guide credit extension where industry-specific guidelines are considered necessary (e.g. acceptable financial ratios o r

permitted collateral).

●The Overseas Banking Group’s Related Entity Risk Management Policy and supporting policies govern credit exposures to related entities to

minimise the spread of credit risk between Overseas Banking Group entities and to comply with the prudential requirements prescribed by

APRA.

●Climate change-related credit risks are considered in line with the Overseas Banking Group’s Climate Change Position Statement and Action

Plan. Climate change risks are managed in line with the NZ Banking Group’s Risk Management Framework which is supported by the

Overseas Banking Group’s Sustainability Risk Management Framework, Westpac New Zealand's Climate Risk Policy, Westpac New

Zealand’s ESG Credit Risk Policy and Westpac New Zealand's and the Overseas Banking Group’s Board Risk Appetite Statements. Where

appropriate, these are applied at the portfolio, customer, and transaction level.

●Westpac New Zealand's CREDCO oversees work to identify and manage the potential impact on credit exposures from climate change-

related transition and physical risks across the NZ Banking Group.

●Westpac New Zealand’s ESG Credit Risk Policy details the overall approach to managing ESG risks in the credit risk process for applicable

transactions.

Notes to the financial statements

28Westpac Banking Corporation - New Zealand Banking Group

Note 13 Credit risk management (continued)
13.2 Credit risk ratings system

The principal objective of the credit risk rating system is to reliably assess the credit risk to which the NZ Banking Group is exposed. The NZ

Banking Group has two main approaches to this assessment:

Transaction-managed customers

Transaction managed customers are generally customers with business lending exposures. They are individually assigned a CRG, corresponding to

their expected PD. Each facility is assigned an LGD. The NZ Banking Group’s risk rating system has a tiered scale of risk grades for both non-

defaulted customers and defaulted customers. Non-defaulted CRGs are mapped to Moody's and S&P external senior ranking unsecured ratings.

The following table shows the NZ Banking Group’s high level CRGs for transaction-managed portfolios mapped to the NZ Banking Group’s credit

quality disclosure categories and to their corresponding external rating.

Transaction-managed

Financial Statement DisclosureNZ Banking Group’s CRGMoody's RatingS&P Rating

StrongAAaa – Aa3AAA – AA-

BA1 – A3A+ – A-

CBaa1 – Baa3BBB+ – BBB-

Good/satisfactoryDBa1 – B1BB+ – B+

NZ Banking Group Rating

WeakEWatchlist

FSpecial Mention

GSubstandard/Default

HDoubtful/Default

Program-managed portfolio

The program-managed portfolio generally includes retail products such as mortgages, personal lending (including credit cards) and certain SME

lending. These credit exposures are grouped into pools of similar risk based on analysis of characteristics that have historically predicted the

likelihood of default, and a PD is assigned relative to the credit exposure's pool. The exposure is then assigned to strong, good/satisfactory or weak

by benchmarking that PD against the NZ Banking Group's CRGs, which are in turn mapped to external ratings as per the above table. In addition,

any program-managed exposures that are past due are classified as weak.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group29

Note 13 Credit risk management (continued)
13.3 Credit concentrations and maximum exposure to credit risk

Credit risk is concentrated when a number of counterparties are engaged in similar activities, or have similar economic characteristics, and thus

may be similarly affected by changes in economic or other conditions.

The NZ Banking Group monitors its credit portfolio to allow it to manage risk concentrations and rebalance the portfolio.

Individual customers or groups of related customers

The NZ Banking Group has large exposure limits governing the aggregate size of credit exposure normally acceptable to individual customers and

groups of related customers. These limits are tiered by CRG.

Specific industries

Exposures to businesses, governments and other financial institutions are classified into a number of industry clusters based on related ANZSIC

codes and are monitored against the NZ Banking Group’s industry risk appetite limits.

Individual countries

The NZ Banking Group has limits governing risks related to individual countries, such as political situations, government policies and economic

conditions that may adversely affect either a customer’s ability to meet its obligations to the NZ Banking Group, or the NZ Banking Group’s ability

to realise its assets in a particular country.

Maximum exposure to credit risk

The maximum exposure to credit risk (excluding collateral received) is represented by the carrying amount of on-balance sheet financial assets

and undrawn credit commitments as set out in the following table.

NZ BANKING GROUP

$ millions2024

2023

Financial assets

Cash and balances with central banks

7,553

9,325

Collateral paid

244

62

Trading securities and financial assets measured at FVIS

5,723

5,007

Derivative financial instruments

3,643

5,494

Investment securities

7,535

6,651

Loans

102,463

99,711

Other financial assets

1,117

469

Due from related entities

3,429

4,488

Total financial assets 131,707

131,207

Undrawn credit commitments

Letters of credit and guarantees

1,171

1,015

Commitments to extend credit

27,191

27,869

Total undrawn credit commitments 28,362

28,884

Total maximum credit risk exposure 160,069

160,091

Notes to the financial statements

30Westpac Banking Corporation - New Zealand Banking Group

Note 13 Credit risk management (continued)
Concentration of credit exposures

NZ BANKING GROUP

$ millions2024

2023

Analysis of on-balance sheet credit exposures by geographical areas

New Zealand

121,875

118,689

Overseas

10,334

13,025

Subtotal 132,209

131,714

Provision for ECL on loans

(502)

(507)

Total on-balance sheet credit exposures 131,707

131,207

Analysis of on-balance sheet credit exposures by industry sector

Accommodation, cafes and restaurants

369

384

Agriculture

8,869

9,113

Construction

437

452

Finance and insurance

11,629

12,812

Forestry and fishing

313

439

Government, administration and defence

17,523

17,241

Manufacturing

1,985

2,306

Mining

166

172

Property

9,129

8,392

Property services and business services

1,139

1,159

Services

2,006

1,607

Trade

2,298

2,582

Transport and storage

804

907

Utilities

2,665

2,590

Retail lending

69,237

66,978

Subtotal 128,569

127,134

Provision for ECL on loans

(502)

(507)

Due from related entities

3,429

4,488

Other financial assets

211

92

Total on-balance sheet credit exposures 131,707

131,207

Analysis of off-balance sheet credit exposures by geographical areas

New Zealand

27,621

28,244

Overseas

741

640

Total off-balance sheet credit exposures 28,362

28,884

Analysis of off-balance sheet credit exposures by industry sector

Accommodation, cafes and restaurants

89

55

Agriculture

556

607

Construction

683

551

Finance and insurance

2,005

2,602

Forestry and fishing

144

135

Government, administration and defence

853

834

Manufacturing

1,574

1,508

Mining

138

79

Property

1,391

1,502

Property services and business services

471

522

Services

823

1,138

Trade

1,635

1,531

Transport and storage

385

450

Utilities

1,603

1,761

Retail lending

16,012

15,609

Total off-balance sheet credit exposures 28,362

28,884

ANZSIC has been used as the basis for disclosing industry sectors.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group31

Note 13 Credit risk management (continued)
13.4 Credit quality of financial assets

The following table shows the credit quality of gross credit risk exposures measured at amortised cost or at FVOCI to which the impairment

requirements of NZ IFRS 9 apply. The credit quality is determined by reference to the credit risk ratings system (refer to Note 13.2) and

expectations of future economic conditions under multiple scenarios:

NZ BANKING GROUP

2024

2023

1

$ millionsStage 1Stage 2Stage 3 Total

2

Stage 1Stage 2Stage 3Total

2

Loans - Residential mortgages

Strong

7,519 150 - 7,669

7,612 179 - 7,791

Good/satisfactory

45,418 12,953 - 58,371

42,587 13,700 - 56,287

Weak

301 961 709 1,971

291 879 509 1,679

Total Loans - Residential mortgages 53,238 14,064 709 68,011

50,490 14,758 509 65,757

Loans - Other retail

Strong

910 62 - 972

929 80 - 1,009

Good/satisfactory

907 508 - 1,415

909 545 - 1,454

Weak

22 97 57 176

26 100 59 185

Total Loans - Other retail 1,839 667 57 2,563

1,864 725 59 2,648

Loans - Corporate

Strong

11,475 1,267 - 12,742

12,118 851 - 12,969

Good/satisfactory

13,129 4,646 - 17,775

11,762 5,471 - 17,233

Weak

- 1,356 225 1,581

- 1,214 203 1,417

Total Loans - Corporate 24,604 7,269 225 32,098

23,880 7,536 203 31,619

Loans - Other

Strong

223 70 - 293

194 - - 194

Good/satisfactory

- - - -

- - - -

Weak

- - - -

- - - -

Total Loans - Other 223 70 - 293

194 - - 194

Investment securities

Strong

7,535 - - 7,535

6,651 - - 6,651

Good/satisfactory

- - - -

- - - -

Weak

- - - -

- - - -

Total Investment securities 7,535 - - 7,535

6,651 - - 6,651

All other financial assets

Strong

9,410 4 - 9,414

12,382 3 - 12,385

Good/satisfactory

156 47 - 203

135 48 - 183

Weak

1 6 3 10

1 5 2 8

Total all other financial assets 9,567 57 3 9,627

12,518 56 2 12,576

Undrawn credit commitments

Strong

13,019 772 - 13,791

13,995 862 - 14,857

Good/satisfactory

11,591 2,738 - 14,329

11,108 2,655 - 13,763

Weak

5 198 39 242

7 231 26 264

Total undrawn credit commitments 24,615 3,708 39 28,362

25,110 3,748 26 28,884

Total strong 50,091 2,325 - 52,416

53,881 1,975 - 55,856

Total good/satisfactory 71,201 20,892 - 92,093

66,501 22,419 - 88,920

Total weak 329 2,618 1,033 3,980

325 2,429 799 3,553

Total on- and off-balance sheet 121,621 25,835 1,033 148,489

120,707 26,823 799 148,329

1

In 2024, the NZ Banking Group revised the methodology that it uses to classify exposures as strong, good/satisfactory or weak in order to better align the mapping

of program-managed exposures to transaction-managed exposures. This is a change in disclosure methodology only and does not represent a change in underlying

credit quality of the NZ Banking Group’s credit exposures, or a change in ECL. Comparatives have been revised accordingly.

2

This credit quality disclosure differs to that of credit concentration (refer to Note 13.3) as it relates only to financial assets measured at amortised costs or at FVOCI

and therefore excludes trading securities and financial assets measured at FVIS, and derivative financial instruments.

Details of collateral held in support of these balances are provided in Note 13.5.

Notes to the financial statements

32Westpac Banking Corporation - New Zealand Banking Group

Note 13 Credit risk management (continued)
13.5 Credit risk mitigation, collateral and other credit enhancements

The NZ Banking Group uses a variety of techniques to reduce the credit risk arising from its lending activities.

This includes the NZ Banking Group having processes in place to ensure that it has direct, irrevocable and unconditional recourse to collateral and

other credit enhancements through obtaining legally enforceable documentation.

Collateral

The table below describes the nature of collateral or security held for each relevant class of financial asset:

Loans – residential mortgages

1

Housing loans are secured by a mortgage over property and additional security may take the

form of guarantees and deposits.

Loans – other retail

1

Personal lending (including credit cards and overdrafts) is predominantly unsecured. Where

security is taken, it is restricted to eligible motor vehicles, caravans, campers, motor homes

and boats.

SME loans may be secured, partially secured or unsecured. Security is typically taken by way

of a mortgage over property and/or a general security agreement over business assets or

other assets.

Loans – corporate

1

Business loans may be secured, partially secured or unsecured. Security is typically taken by

way of a mortgage over property and/or a general security agreement over business assets

or other assets.

Other security such as guarantees or standby letters of credit may also be taken as collateral,

if appropriate.

Trading securities and financial assets

measured at FVIS and derivative financial

instruments

These exposures are carried at fair value which reflects the credit risk.

For trading securities, no collateral is sought directly from the issuer or counterparty;

however this may be implicit in the terms of the instrument (such as an asset-backed

security). The terms of debt securities may include collateralisation.

Master netting agreements are typically used to enable the effects of derivative assets and

derivative liabilities with the same counterparty to be offset when measuring these

exposures. Additionally, collateralisation agreements are also typically entered into with

major institutional counterparties to avoid the potential build-up of excessive mark-to-

market positions. Derivative transactions are increasingly being cleared through central

clearers.

1

This includes collateral held in relation to associated credit commitments.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group33

Note 13 Credit risk management (continued)
Management of risk mitigation

The NZ Banking Group mitigates credit risk through controls covering:

Collateral and valuation

management

The Overseas Bank manages collateral under collateralisation agreements centrally for all branches of

the Overseas Bank and Westpac New Zealand.

The NZ Banking Group revalues collateral related to financial markets positions on a daily basis and

has formal processes in place to promptly call for collateral top-ups, if required. These processes

include margining for non-centrally cleared customer derivatives where required under APRA

Prudential Standard CPS226. The collateralisation arrangements are documented via the Credit

Support Annex of the International Swaps and Derivatives Association dealing agreements and Global

Master Repurchase Agreements for repurchase transactions.

The estimated realisable value of collateral held in support of loans is based on a combination of:

●formal valuations currently held for such collateral; and

●management’s assessment of the estimated realisable value of all collateral held.

This analysis also takes into consideration any other relevant knowledge available to management at

the time. Updated valuations are obtained when appropriate.

Other credit enhancements

The NZ Banking Group only recognises guarantees, standby letters of credit, or credit derivative

protection from entities meeting minimum eligibility requirements (provided they are not related to

the entity with which the NZ Banking Group has a credit exposure) including but not limited to:

●Sovereign;

●Australia and New Zealand public sector;

●Authorised deposit-taking institutions and overseas banks with a minimum risk grade equivalent

of A3 / A-; and

●Other entities with a minimum risk grade equivalent of A3 / A-.

Credit Portfolio Management manages the NZ Banking Group’s corporate, sovereign and bank credit

portfolios through monitoring the exposure and any offsetting hedge positions.

Credit Portfolio Management purchases credit protection from entities that meet minimum eligibility

requirements.

Offsetting

Creditworthy customers domiciled in New Zealand may enter into formal agreements with the NZ

Banking Group, permitting the NZ Banking Group to set-off gross credit and debit balances in their

nominated accounts. Cross-border set-offs are not permitted.

Close-out netting is undertaken with counterparties with whom the NZ Banking Group has entered into

a legally enforceable master netting agreement for their off-balance sheet financial market

transactions in the event of default.

Further details of offsetting are provided in Note 26.

Central clearing

The NZ Banking Group increasingly executes derivative transactions through central clearing

counterparties. Central clearing counterparties mitigate risk through stringent membership

requirements, the collection of margin against all trades placed, the default fund, and an explicitly

defined order of priority of payments in the event of default.

Collateral held against loans

The NZ Banking Group analyses the coverage of the loan portfolio which is secured by the collateral that it holds. Coverage is measured as follows:

CoverageSecured loan to collateral value ratio

Fully securedLess than or equal to 100%

Partially securedGreater than 100% but not more than 150%

Unsecured

Greater than 150%, or no security held (e.g. can include credit cards, personal loans, and exposure to highly rated

corporate entities)

Notes to the financial statements

34Westpac Banking Corporation - New Zealand Banking Group

Note 13 Credit risk management (continued)
The NZ Banking Group's loan portfolio has the following coverage from collateral held:

NZ BANKING GROUP

2024

2023

%

Residential

Mortgages

1

Other

RetailCorporateOtherTotal

Residential

Mortgages

1

Other RetailCorporateOtherTotal

Performing Loans

Fully secured

100 45 72 49 90

100 46 70 56 89

Partially secured

- 3 9 - 3

- 2 9 1 3

Unsecured

- 52 19 51 7

- 52 21 43 8

Total 100 100 100 100 100

100 100 100 100 100

Non-performing Loans

Fully secured

89 56 35 - 75

94 62 57 - 82

Partially secured

11 8 35 - 16

6 7 28 - 12

Unsecured

- 36 30 - 9

- 31 15 - 6

Total 100 100 100 - 100

100 100 100 - 100

1

For the purposes of collateral classifications, residential mortgages are classified as fully secured, unless they are non-performing in which case they may be

classified as partially secured. Refer to Note iv. Additional mortgage information of the Registered bank disclosures for LVR analysis of residential mortgages.

Details of the carrying value and associated provision for ECL are disclosed in Note 11, Note iii. Asset quality of the Registered bank disclosures and

Note 12 respectively. The credit quality of loans is disclosed in Note 13.4.

Collateral held against financial assets other than loans

NZ BANKING GROUP

$ millions2024

2023

Cash, primarily for derivatives

198

614

Securities under reverse repurchase agreements

1

168

482

Total other collateral held 366

1,096

1

Securities received as collateral are not recognised on the NZ Banking Group's balance sheet.

Note 14 Other financial assets

NZ BANKING GROUP

$ millions2024

2023

Accrued interest receivable

270

244

Trade debtors

1

4

Securities sold not delivered

635

129

Interbank lending

-

4

Other

211

88

Total other financial assets 1,117

469

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group35

Note 15 Deferred tax assets
Accounting policy

Deferred tax accounts for temporary differences between the carrying amounts of assets and liabilities in the financial statements and their

values for taxation purposes.

Deferred tax is determined using the enacted or substantively enacted tax rates and laws which are expected to apply when the assets will be

realised or the liabilities settled.

Deferred tax assets and liabilities have been offset where they relate to the same taxation authority, the same taxable entity or group and where

there is a legal right and intention to settle on a net basis.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available to utilise the assets.

Deferred tax is not recognised for the following temporary differences:

●the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither the accounting nor

taxable profit or loss; and

●the initial recognition of goodwill in a business combination.

Critical accounting assumptions and estimates

On a similar basis to that described in Note 7, determining deferred tax assets and liabilities is considered one of the NZ Banking Group’s critical

accounting assumptions and estimates.

NZ BANKING GROUP

$ millions2024

2023

Deferred tax assets/(liabilities) comprise the following temporary differences:

Provision for ECL on loans

140

141

Provision for ECL on credit commitments

15

12

Cash flow hedges

(20)

(148)

Provision for employee entitlements

21

21

Compliance, regulation and remediation provisions

8

12

Software, property and equipment

(57)

(33)

Lease liabilities

72

64

Financial Instruments

9

10

Other temporary differences

10

9

Net deferred tax assets 198

88

The deferred tax (charge)/credit in income tax expense comprises the following temporary

differences:

Provision for ECL on loans

(1)

29

Provision for ECL on credit commitments

3

1

Provision for employee entitlements

-

2

Compliance, regulation and remediation provisions

(4)

(6)

Software, property and equipment

(24)

10

Lease liabilities

8

(14)

Financial Instruments

(1)

(18)

Other temporary differences

1

2

Total deferred tax (charge)/credit in income tax expense (18)

6

The deferred tax (charge)/credit in OCI comprises the following temporary differences:

Cash flow hedges

128

16

Provision for employee entitlements

-

(2)

Total deferred tax (charge)/credit in OCI 128

14

Notes to the financial statements

36Westpac Banking Corporation - New Zealand Banking Group

Note 16 Intangible assets
Accounting policy

Indefinite life intangible assets

Goodwill

Goodwill acquired in a business combination is initially measured at cost, generally being the excess of:

i.the consideration paid; over

ii.the net fair value of the identifiable assets, liabilities and contingent liabilities acquired.

Subsequently, goodwill is not amortised but rather tested for impairment. Impairment is tested at least annually or whenever there is an

indication of impairment. An impairment charge is recognised when a CGU’s carrying value exceeds its recoverable amount. Recoverable

amount means the higher of the CGU’s fair value less costs to sell and its value-in-use.

The NZ Banking Group’s CGUs represent the smallest identifiable group of assets that generate cash inflows that are largely independent of the

cash inflows from other assets or group of assets. They reflect the level at which the NZ Banking Group monitors and manages its operations.

Finite life intangible assets

Finite life intangibles such as computer software which are recognised initially at cost and subsequently at amortised cost less any impairment.

IntangibleUseful lifeAmortisation method

GoodwillIndefiniteNot applicable

Computer software3 to 5 yearsStraight-line method

Critical accounting assumptions and estimates

Judgement is required in determining the fair value of assets and liabilities acquired in a business combination. A different assessment of fair

values would have resulted in a different goodwill balance and different post-acquisition performance of the acquired entity.

When assessing impairment of intangible assets, significant judgement is needed to determine the appropriate cash flows and discount rates to

be applied to the calculations. The significant assumptions applied to the value-in-use calculations are outlined below.

NZ BANKING GROUP

$ millions2024

2023

Goodwill

525

525

Computer software

462

457

Total intangible assets 987

982

Goodwill has been allocated to the following CGUs:

Consumer Banking and Wealth

512

512

BT Funds Management (NZ) Limited

13

13

Net carrying amount of goodwill 525

525

Impairment testing and results

Impairment testing is performed at least once a year, or whenever there is an indication of impairment, by comparing the recoverable amount of

each CGU with the carrying amount. The primary test for the recoverable amount is determined based on value-in-use which refers to the present

value of expected cash flows under its current use.

Impairment testing in the current year confirmed that the NZ Banking Group continues to have considerable headroom when determining whether

goodwill is recoverable, and no impairment should be recognised.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group37

Note 16 Intangible assets (continued)
Significant assumptions used in recoverable amount calculations

The assumptions made for goodwill impairment testing for each relevant significant CGU are provided in the following table and are based on past

experience and management’s expectations for the future. In the current year and given the present economic environment, the NZ Banking

Group has reassessed these assumptions and revised them where necessary in order to provide a reasonable estimate of the value-in-use of the

CGUs.

Discount rateCash flows

Equity rate / adjusted pre-tax equity rateForecast period / terminal growth rate

2024

2023

2024

2023

Consumer Banking and Wealth

11.7% / 15.4%

11.5% / 15.2%

3 years / 2%

3 years / 2%

BT Funds Management (NZ) Limited

11.7% / 15.4%

11.5% / 15.2%

3 years / 2%

3 years / 2%

The NZ Banking Group discounts the projected cash flows by the adjusted pre-tax equity rate.

The cash flows used are based on management approved forecasts. These forecasts utilise information about current and future economic

conditions, observable historical information and management expectations of future business performance. The terminal value growth rate

represents the growth rate applied to extrapolate cash flows beyond the forecast period and reflects the midpoint of the Reserve Bank’s inflation

target over the medium term.

There are no reasonably possible changes in assumptions for any significant CGU that would result in an indication of impairment or have a

material impact on the NZ Banking Group’s reported results.

Note 17 Deposits and other borrowings

Accounting policy

Deposits and other borrowings are initially recognised at fair value and subsequently either measured at amortised cost using the effective

interest method or at fair value.

Deposits and other borrowings are designated at fair value if they are managed on a fair value basis, reduce or eliminate an accounting

mismatch, or contain an embedded derivative.

Where they are measured at fair value, any changes in fair value (except those due to changes in credit risk) are recognised in the income

statement. The change in the fair value that is attributable to changes in credit risk is recognised in OCI except where it would create an

accounting mismatch, in which case it is also recognised in the income statement.

Interest expense incurred is recognised in net interest income using the effective interest method.

Non-interest bearing relates to instruments which do not carry an entitlement to interest.

NZ BANKING GROUP

$ millions2024

2023

Certificates of deposit

1,863

2,413

Non-interest bearing, repayable at call

1

11,196

12,364

Other interest bearing:

At call

1

29,028

28,947

Term

39,452

38,472

Total deposits and other borrowings 81,539

82,196

Deposits at fair value

1,863

2,413

Deposits at amortised cost

79,676

79,783

Total deposits and other borrowings 81,539

82,196

1

Comparative amounts have been revised to align to the current year presentation, resulting in a $355 million increase in Non-interest bearing, repayable at call and

a corresponding decrease in Other interest bearing at call.

Notes to the financial statements

38Westpac Banking Corporation - New Zealand Banking Group

Note 18 Other financial liabilities
Accounting policy

Other financial liabilities include liabilities measured at amortised cost as well as liabilities which are measured at FVIS. Financial liabilities

measured at FVIS include:

●trading liabilities (i.e. securities sold short); and

●liabilities designated at FVIS (i.e. certain repurchase agreements).

Repurchase agreements

Where securities are sold subject to an agreement to repurchase at a predetermined price, they remain recognised on the balance sheet in their

original category (i.e. trading securities and financial assets measured at FVIS or investment securities).

The cash consideration received is recognised as a liability (repurchase agreements). Repurchase agreements are designated at fair value when

they are managed as part of a trading portfolio, otherwise they are measured on an amortised cost basis.

Where a repurchase agreement is designated at fair value, any changes in fair value (except those due to change in credit risk) are recognised in

the income statement as they arise. The change in fair value that is attributable to credit risk is recognised in OCI except where it would create

an accounting mismatch, in which case it is also recognised in the income statement.

NZ BANKING GROUP

$ millions2024

2023

Repurchase agreements

1

3,076

5,168

Interbank placements

-

46

Accrued interest payable

916

866

Securities purchased not delivered

704

232

Trade creditors and other accrued expenses

202

213

Securities sold short

408

683

Other

129

14

Total other financial liabilities 5,435

7,222

Other financial liabilities at fair value

461

800

Other financial liabilities at amortised cost

4,974

6,422

Total other financial liabilities 5,435

7,222

1

Repurchase agreements include those under the Funding for Lending Programme and Term Lending Facility. Refer to Note 32.2.2 for further details.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group39

Note 19 Debt issues
Accounting policy

Debt issues are bonds, notes and commercial paper that have been issued by the NZ Banking Group.

Debt issues are initially measured at fair value and subsequently either measured at amortised cost using the effective interest method or at fair

value.

Debt issues are designated at fair value if they reduce or eliminate an accounting mismatch or contain an embedded derivative.

Where they are measured at fair value, any changes in fair value (except those due to changes in credit risk) are recognised in the income

statement. The change in the fair value that is attributable to changes in credit risk is recognised in OCI except where it would create an

accounting mismatch, in which case it is also recognised in the income statement.

Interest expense incurred is recognised within net interest income using the effective interest method.

In the following table, the distinction between short-term (12 months or less) and long-term (greater than 12 months) debt is based on the original

maturity of the underlying security.

NZ BANKING GROUP

$ millions2024

2023

Short-term debt

Commercial paper

3,726

1,471

Total short-term debt 3,726

1,471

Long-term debt

Non-domestic medium-term notes

9,795

8,564

Covered bonds

4,310

4,994

Domestic medium-term notes

3,788

3,568

Total long-term debt 17,893

17,126

Total debt issues 21,619

18,597

Debt issues at fair value

3,726

1,471

Debt issues at amortised cost

17,893

17,126

Total debt issues 21,619

18,597

NZ BANKING GROUP

$ millions2024

2023

Movement reconciliation

Balance at beginning of the year 18,597

19,933

Issuances

10,060

7,827

Maturities, repayments, buy-backs and reductions

(7,429)

(9,290)

Total cash movements 2,631

(1,463)

FX translation impact

(456)

(41)

Fair value adjustments

9

9

Fair value hedge accounting adjustments

726

59

Other

1

112

100

Total non-cash movements 391

127

Balance at end of the year 21,619

18,597

1

Includes items such as unwind of discount on issuance and amortisation of issue costs

Notes to the financial statements

40Westpac Banking Corporation - New Zealand Banking Group

Note 20 Provisions
Accounting policy

Provisions are recognised for present obligations arising from past events where a payment (or other economic transfer) is likely to be necessary

to settle the obligation and can be reliably estimated.

Employee benefits – annual leave and other employee benefits

The provision for annual leave and other employee benefits (including long service leave, wages and salaries, inclusive of non-monetary benefits,

and any associated on-costs (e.g. payroll tax)) is calculated based on expected payments.

Provision for ECL on credit commitments

The NZ Banking Group is committed to provide facilities and guarantees as explained in Note 27. If it is probable that a facility will be drawn and

the resulting asset will be less than the drawn amount then a provision for impairment is recognised. The provision for impairment is calculated

using the same methodology as the provision for ECL (refer to Note 12).

Compliance, regulation and remediation provisions

The compliance, regulation and remediation provisions relate to matters pertaining to the provision of services to our customers identified both

as a result of regulatory action and internal reviews. An assessment of the likely cost to the NZ Banking Group of these matters (including

applicable customer refunds) is made on a case-by-case basis and specific provisions are made where appropriate.

Critical accounting assumptions and estimates

The financial reporting of provisions for compliance, regulation and remediation involves a significant degree of judgement in relation to

identifying whether a present obligation exists and also in estimating the probability, timing, nature and quantum of the outflows that may arise

from past events. These judgements are made based on the specific facts and circumstances relating to the individual events. Specific

judgements in respect of material items are included in the discussion below.

NZ BANKING GROUP

$ millions

Annual leave and

other employee

benefits

Provision for ECL

on credit

commitments

(refer to Note 12)

Compliance,

regulation and

remediation

provisions

Lease restoration

obligationsOther Total

Balance as at 30 September 2023

112 44 54 24 15 249

Additions

104 9 3

1

5 122

Utilisation

(100) - (4) (2) (10) (116)

Reversal of unutilised provisions

(11) -

(13) - (3) (27)

Balance as at 30 September 2024 105 53 40 23 7 228

Compliance, regulation and remediation provisions

The compliance, regulation and remediation provisions relate to matters pertaining to the provision of services to our customers identified as a

result of regulatory action and internal reviews, including the NZ Banking Group’s review of processes for some products relating to the

requirements of the CCCFA.

All potential claims and other liabilities are assessed on a case-by-case basis. A provision has been recognised where the NZ Banking Group has

conducted an assessment which determines the likelihood of loss as probable and where its potential loss can be reliably estimated.

A number of different estimates and judgements have been applied in measuring the provision at 30 September 2024, including the number of

impacted customers, the refund per customer and the additional costs to run the remediation programme. It is possible that the actual outcome

for these matters may differ from the assumptions used in estimating the provision. Remediation processes may change over time as further facts

emerge and such changes could result in a change to the final exposure.

Where a provision has not been recognised, a contingent liability may exist. Refer to Note 27 for further details on contingent liabilities.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group41

Note 21 Loan capital
Accounting policy

Loan capital is comprised of debt instruments which qualify for inclusion as regulatory capital under either the Reserve Bank BPRs or, in relation

to the Overseas Bank, the APRA Prudential Standards. Loan capital is initially measured at fair value and subsequently measured at amortised

cost using the effective interest method. Interest expense incurred is recognised in net interest income.

NZ BANKING GROUP

$ millions2024

2023

Additional Tier 1 loan capital - USD AT1 securities

1,881

1,879

Tier 2 loan capital - Subordinated notes

1,212

1,172

Total loan capital 3,093

3,051

NZ BANKING GROUP

$ millions2024

2023

Movement reconciliation

Balance at beginning of the year 3,051

2,576

Issuances

1

-

592

Maturities, repayments, buy-backs and reductions

(6)

-

Total cash movements (6)

592

FX translation impact

(122)

(101)

Fair value hedge accounting adjustments

164

(22)

Other (amortisation of bond issue costs, etc)

6

6

Total non-cash movements 48

(117)

Balance at end of the year 3,093

3,051

1

Issuances in the year ended 30 September 2023 consisted of $600 million in loan capital issuances and was net of $8 million in issue costs.

Additional Tier 1 loan capital

A summary of the key terms and features of the USD AT1 securities is provided below:

$Issue dateCounterpartyInterest rateOptional redemption date

US$1,250 million securities

1

21 September 2017

External

5.00% p.a.

2

21 September 2027 and every fifth anniversary thereafter

1

The USD AT1 securities were issued by the Overseas Bank acting through its NZ Branch.

2

Fixed interest rate of 5.00% p.a., until, but excluding 21 September 2027 (the ‘first reset date’). Every fifth anniversary thereafter is a reset date. If the USD AT1

securities are not redeemed, converted or written-off by the first reset date, the interest rate from, and including, each reset date thereafter to, but excluding the

next succeeding reset date, will be a fixed rate per annum equal to the prevailing 5-year USD mid-market swap rate plus 2.888% p.a.

Interest payable

Semi-annual interest payments on the USD AT1 securities are at the absolute discretion of the Overseas Bank and will only be paid if the payment

conditions are satisfied, including that the interest payment will not result in a breach of the Overseas Bank’s capital requirements under APRA’s

prudential standards; not result in the Overseas Bank becoming, or being likely to become, insolvent; and if APRA does not object to the payment.

Broadly, if for any reason an interest payment has not been paid in full on the relevant payment date, the Overseas Bank must not determine or

pay any dividends on Overseas Bank ordinary shares or undertake a discretionary buy-back or capital reduction of Overseas Bank ordinary shares,

unless the unpaid interest is paid in full within 20 business days of the relevant payment date or in certain other circumstances.

Redemption

The Overseas Bank may redeem all (but not some) USD AT1 securities on 21 September 2027 and every fifth anniversary thereafter, or for certain

taxation or regulatory reasons, subject to APRA’s prior written approval.

Notes to the financial statements

42Westpac Banking Corporation - New Zealand Banking Group

Note 21 Loan capital (continued)
Conversion

If a capital trigger event or non-viability trigger event occurs, the Overseas Bank must convert some or all of the USD AT1 securities into a variable

number of Overseas Bank ordinary shares calculated using the formula described in the terms of the USD AT1 securities but subject to a maximum

conversion number. The conversion number of the Overseas Bank’s ordinary shares will be calculated using the outstanding principal amount of

each USD AT1 security translated into Australian dollars and the Overseas Bank ordinary share price determined over the five business day period

prior to the capital trigger event date or non-viability trigger event date and includes a 1% discount. The maximum conversion number is

calculated using the outstanding principal amount of each USD AT1 security translated into Australian dollars at the time of issue and the Overseas

Bank share price which is broadly equivalent to 20% of the Overseas Bank ordinary share price at the time of issue of the USD AT1 securities.

A capital trigger event occurs when the Overseas Bank determines, or APRA notifies the Overseas Bank in writing that it believes, the Overseas

Bank’s Common Equity Tier 1 capital ratio is equal to or less than 5.125% (on a level 1 or level 2 basis, refer to Note 31). A non-viability trigger event

will occur where APRA notifies the Overseas Bank in writing that it believes conversion of all or some USD AT1 securities (or conversion or write-

down of relevant capital instruments of the Overseas Banking Group), or public sector injection of capital (or equivalent support), in each case is

necessary because without it, the Overseas Bank would become non-viable. No conversion conditions apply in these circumstances.

If conversion of the USD AT1 securities does not occur within five business days, holders’ rights in relation to the USD AT1 securities will be

immediately and irrevocably terminated.

Tier 2 loan capital

A summary of the key terms and features of the subordinated notes is provided below:

$Issue dateCounterpartyInterest rate

Maturity

date

Optional redemption date

NZ$600

million

notes

1

16 September

2022

ExternalFixed at 6.19% p.a. until 16 September 2027.

Resets on 16 September 2027 to a floating rate:

NZ 3 month bank bill rate + 2.10% p.a.

16 September

2032

16 September 2027 and every

quarterly interest payment date

thereafter

NZ$600

million

notes

1

14 August

2023

ExternalFixed at 6.73% p.a. until 14 February 2029.

Resets on 14 February 2029 to a floating rate: NZ

3 month bank bill rate + 2.00% p.a.

14 February

2034

14 February 2029 and every

quarterly interest payment date

thereafter

1

The subordinated notes were issued by Westpac New Zealand for the purposes of the Reserve Bank's capital requirements, however they do not constitute Tier 2

capital for the Overseas Banking Group as the terms of the Tier 2 capital do not satisfy APRA's capital requirements.

Common features of subordinated notes

Interest payable

Quarterly interest payments on the subordinated notes are subject to Westpac New Zealand being solvent at the time of, and immediately

following, the interest payment.

Early redemption

Westpac New Zealand may elect to redeem all or some of the 2022 or 2023 subordinated notes for their face value together with accrued interest

(if any) on an optional redemption date for the series specified above, subject to the Reserve Bank’s prior written approval. Early redemption of all

of the 2022 or 2023 subordinated notes for certain tax or regulatory reasons is permitted on an interest payment date subject to the Reserve

Bank’s prior written approval.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group43

Note 22 Shareholders' equity
Accounting policy

Ordinary shares

Ordinary shares are recognised at the amount paid up per ordinary share, net of directly attributable issue costs.

Non-controlling interests

NCI represent the share in the net assets of controlled entities attributable to equity interests that are not owned directly or indirectly by a

parent. NCI reflect perpetual preference shares issued by Westpac New Zealand, recognised at the amount paid up per share, net of directly

attributable issue costs.

Reserves

Investment securities reserve

This comprises the changes in the fair value of debt securities measured at FVOCI (except for interest income, impairment charges and FX gains

and losses which are recognised in the income statement), net of any related hedge accounting adjustments and tax. These changes are

transferred to non-interest income in the income statement when the asset is disposed of.

Cash flow hedge reserve

This comprises the fair value gains and losses associated with the effective portion of designated cash flow hedging instruments, net of tax.

Share capital

Share capital fully paidNZ BANKING GROUP

2024202320242023

Number of Shares Issued

Number of Shares Issued

$ millions

$ millions

Ordinary shares

6,045,000,000

6,045,000,000

6,045

6,045

Head office account - branch capital

1

-

-

1,300

1,300

Total share capital and branch capital6,045,000,000

6,045,000,000

7,345

7,345

1

Branch capital comprises funds provided by the Overseas Bank to support the NZ Branch. It is non-interest bearing, and there is no fixed date for repatriations.

On 15 March 2 0 2 4, BT Financial Group (NZ) Limited declared and paid a cash dividend of $6 million to Westpac Equity Holdings Pty Limited with

imputation credits of $2 million attached (30 September 2023: $7 million on 29 March 2 0 2 3 with nil imputation credits attached).

On 26 February 2 0 2 4 and 26 August 2 0 2 4, Westpac New Zealand Group Limited declared and paid cash dividends of $284 million and $308

million respectively to Westpac Overseas Holdings No.2 Pty Limited with imputation credits of $110 million and $120 million attached respectively

(30 September 2023: $311 million on 17 February 2 0 2 3 and $301 million on 18 August 2 0 2 3 with nil and $117 million imputation credits attached

respectively).

Non-controlling interests

Perpetual preference shares fully paid

NZ Banking Group

2024202320242023

Number of Shares Issued

Number of Shares Issued

$ millions

$ millions

Perpetual preference shares issued

1,2

375,000,000

-

369

-

1

Net of $6 million issue costs.

2

The PPS were issued by Westpac New Zealand for the purposes of the Reserve Bank's capital requirements, however they do not constitute Additional Tier 1 capital

for the Overseas Banking Group as the terms of the PPS do not satisfy APRA's capital requirements.

On 13 September 2024, Westpac New Zealand issued 375 million PPS to external investors (30 September 2023: nil), which are quoted on the NZX

Debt Market. The PPS represent non-controlling interests in the NZ Banking Group.

Notes to the financial statements

44Westpac Banking Corporation - New Zealand Banking Group

Note 22 Shareholders' equity (continued)
A summary of the key terms of the PPS is provided below.

$Issue dateCounterpartyPPS dividend rateOptional redemption date

NZ$375

million

13 September

2024

External

Fixed at 7.10% p.a. until 13 September

2029 (when it resets to a floating rate

equal to the NZ 3 month bank bill rate +

3.50% p.a.)

13 September 2029 and each quarterly scheduled

dividend payment date after that date

Ranking and rights in liquidation

The PPS were issued by Westpac New Zealand, rank equally with other Additional Tier 1 capital instruments of Westpac New Zealand, and are

subordinated to the claims of depositors and other creditors of Westpac New Zealand (including holders of Tier 2 loan capital) but rank ahead of

Westpac New Zealand’s ordinary shares. The PPS do not carry any voting rights.

PPS dividends payable

Quarterly PPS dividends are at the absolute discretion of Westpac New Zealand. In addition, PPS dividends will only be paid if Westpac New

Zealand is solvent on the payment date and remains solvent immediately after such payment is made and the payment of the PPS dividend will not

result in a breach of Westpac New Zealand’s conditions of registration as at the time of the payment.

PPS dividends are non-cumulative. If a PPS dividend is not paid in full, Westpac New Zealand may not determine or pay any dividends on its

ordinary shares or undertake a discretionary buy-back or capital reduction of Westpac New Zealand’s ordinary shares until a subsequent PPS

dividend is paid in full (except in limited circumstances).

Redemption

Westpac New Zealand may elect to redeem all of the PPS, on the relevant optional redemption date, or at any time for certain tax or regulatory

reasons. Redemption is subject to certain conditions, including the Reserve Bank’s prior written approval and Westpac New Zealand remaining

solvent immediately after the redemption. Holders have no right to require redemption.

Conversion

The PPS have no conversion or exchange options and no non-viability triggers.

Reserves

Reconciliation of movement in reserves

NZ BANKING GROUP

$ millions2024

2023

Investment securirites reserve

Balance as at beginning of year

(287)

(285)

Net gains/(losses) from changes in fair value

239

(3)

Income tax effect

(67)

1

Balance as at end of year

(115)

(287)

Cash flow hedge reserve

Balance as at beginning of year

381

423

Net gains/(losses) from changes in fair value

(398)

(102)

Income tax effect

111

29

Transferred to income statement

(60)

44

Income tax effect

17

(13)

Balance as at end of year

51

381

Total Reserves (64)

94

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group45

Note 23 Related entities
Related entities

The NZ Banking Group’s related parties are those it controls or can exert significant influence over. Examples include subsidiaries, associates, joint

ventures and superannuation plans as well as key management personnel and their related parties.

NZ Banking Group

The NZ Banking Group consists of the New Zealand operations of the Overseas Banking Group including the NZ Branch and the following

controlled entities as at 30 September 2024 whose business is required to be reported in the financial statements of the Overseas Banking Group’s

New Zealand business:

Name of entityPrincipal activityNotes

BT Financial Group (NZ) Limited (‘BTFGNZL’)Holding company

BT Funds Management (NZ) Limited (‘BTNZ’) Funds management company

Westpac Financial Services Group-NZ-Limited (‘WFSGNZL’) Holding company

Westpac Group Investment-NZ-Limited (‘WGINZL’) Holding company

Westpac Holdings-NZ-Limited (‘WHNZL’) Holding company

Westpac Capital-NZ-Limited (‘WCNZL’)Finance company

Westpac Equity Investments NZ LimitedNon-active company

Westpac New Zealand Group Limited (‘WNZGL’)Holding company

Westpac New Zealand LimitedRegistered bank

Westpac NZ Operations Limited (‘WNZOL’)Holding company

Number 120 Limited Finance company, currently non-active

Red Bird Ventures Limited

1

Corporate venture capital company, currently non-

active

The Home Mortgage Company LimitedResidential mortgage company, currently non-active

Westpac New Zealand Staff Superannuation Scheme Trustee

Limited

Trustee company

Westpac (NZ) Investments Limited (‘WNZIL’)Property company

Westpac Securities NZ Limited (‘WSNZL’) Funding company

Westpac Securitisation Management NZ Limited (‘WSMNZL’)

2

Securitisation management company

Westpac NZ Covered Bond Holdings Limited (‘WNZCBHL’)Holding company19% owned

3

Westpac NZ Covered Bond Limited (‘WNZCBL’)Guarantor19% owned

3

Westpac NZ Securitisation Holdings Limited (‘WNZSHL’) Holding company19% owned

4

Westpac NZ Securitisation Limited (‘WNZSL’) Funding company19% owned

4

Westpac Cash PIE Fund Portfolio investment entityNot owned

5

Westpac Notice Saver PIE Fund Portfolio investment entityNot owned

5

Westpac Term PIE FundPortfolio investment entityNot owned

5

Notes to the financial statements

46Westpac Banking Corporation - New Zealand Banking Group

Note 23 Related entities (continued)
1

Red Bird Ventures Limited holds 34.54% diluted (36.56% undiluted) (30 September 2023: 35.03% diluted (37.1% undiluted)) equity in Akahu Technologies Limited,

an associate, which is not a controlled entity.

2

On 14 June 2023, WNZOL acquired all 1,000 shares in WSMNZL from WNZSHL, at which point WSMNZL became a wholly-owned subsidiary of Westpac New

Zealand. Westpac New Zealand was previously considered to control WSMNZL based on contractual arrangements in place.

3

The NZ Banking Group, through WNZOL (9.5%) and WHNZL (9.5%), has a total qualifying interest of 19% in WNZCBHL and its wholly-owned subsidiary company,

WNZCBL. Westpac New Zealand is considered to control both WNZCBHL and WNZCBL based on contractual arrangements in place, and as such both WNZCBHL

and WNZCBL are consolidated within the financial statements of the NZ Banking Group.

4

The NZ Banking Group, through WNZOL (9.5%) and WHNZL (9.5%), has a total qualifying interest of 19% in WNZSHL and its wholly-owned subsidiary company,

WNZSL. Westpac New Zealand is considered to control both WNZSHL and WNZSL based on contractual arrangements in place, and as such WNZSHL and WNZSL

are consolidated within the financial statements of the NZ Banking Group.

5

Westpac Term PIE Fund, Westpac Cash PIE Fund and Westpac Notice Saver PIE Fund (collectively referred to as the ‘PIE Funds’) were established as unit trusts.

The PIE Funds PIEs, where BTNZ is the manager and issuer. The manager has appointed Westpac New Zealand to perform all customer management and account

administration for the PIE Funds. Westpac New Zealand is the PIE Funds’ registrar and administration manager. Westpac New Zealand does not hold any units in the

PIE Funds, however is considered to control them, and as such the PIE Funds are consolidated in the financial statements of the NZ Banking Group.

On 11 October 2023, the deregistration of Westpac Superannuation Nominees-NZ-Limited ('WSNNZL') and Westpac Nominees-NZ-Limited

('WNNZL') from the New Zealand companies register was completed, at which point both WSNNZL and WNNZL ceased to be subsidiaries of the

Overseas Bank and controlled entities of the NZ Banking Group.

On 26 October 2023, the deregistration of Aotearoa Financial Services Limited ('AFSL') from the New Zealand companies register was completed,

at which point AFSL ceased to be a subsidiary of Westpac New Zealand and a controlled entity of the NZ Banking Group.

Other than as disclosed above, there have been no changes in the ownership percentages since 30 September 2023.

All entities in the NZ Banking Group are 100% owned unless otherwise stated. All the entities within the NZ Banking Group have a balance date of

30 September and are incorporated in New Zealand except the PIE Funds which have a balance date of 31 March.

Other significant related entities of the NZ Banking Group include the Overseas Bank and branches of the Overseas Bank based in London and New

York.

Nature of transactions

The NZ Banking Group has transactions with members of the Overseas Banking Group on commercial terms, including the provision of

management, distribution and administrative services and data processing facilities.

Loan finance and current account banking facilities are provided by the NZ Branch and the Overseas Bank to members of the NZ Banking Group on

normal commercial terms. The interest earned on these loans and the interest paid on deposits are at market rates.

The NZ Banking Group enters into derivative transactions with the Overseas Bank (refer to Note 24). They are accounted for as trading derivatives

except for cross currency swaps in place with the Overseas Bank, which are designated in a cash flow hedge relationship to hedge the currency

risk exposure of funding from the London Branch.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group47

Note 23 Related entities (continued)
Transactions with related entities

NZ BANKING GROUP

$ millions

Note

2024

2023

Overseas Bank

Interest income2

115

127

Interest expense

1

2

100

86

Non-interest income - management fees received

3

2

Operating expenses - management fees4

15

11

Other

2

5

-

Other controlled entities of the Overseas Bank

BTFGNZL dividend paid to Westpac Equity Holdings Pty Limited ('WEHPL')22

6

7

WNZGL dividends paid to Westpac Overseas Holdings No. 2 Pty Limited ('WOHN2PL')22

592

612

1

Includes interest expense incurred on funding from the Overseas Bank.

2

Includes capitalised issue costs on financial or equity instruments and costs capitalised as software.

Due from and to related entities

NZ BANKING GROUP

$ millions2024

2023

Due from related entities

Overseas Bank

3,428

4,488

Other controlled entities of the Overseas Bank

1

-

Total due from related entities 3,429

4,488

Due from related entities at fair value

1

2,716

1,768

Due from related entities at amortised cost

713

2,720

Total due from related entities 3,429

4,488

Due to related entities

Overseas Bank

3,236

4,665

Other controlled entities of the Overseas Bank

1

1

Total due to related entities 3,237

4,666

Due to related entities at fair value

2

2,055

3,300

Due to related entities at amortised cost

1,182

1,366

Total due to related entities 3,237

4,666

1

Consists of derivative financial instruments of $2,716 million (30 September 2023: $1,768 million) (refer to Note 24).

2

Consists of derivative financial instruments of $2,044 million (30 September 2023: $3,300 million) (refer to Note 24) and $11 million repurchase agreements (30

September 2023: nil).

Notes to the financial statements

48Westpac Banking Corporation - New Zealand Banking Group

Note 23 Related entities (continued)
Key management personnel compensation

Key management personnel are those who, directly or indirectly, have authority and responsibility for planning, directing and controlling the

activities of the NZ Banking Group. This includes all Executive/Non-Executive Directors and the executive team of Westpac New Zealand, and

other members of the executive team of the NZ Banking Group.

NZ BANKING GROUP

$'000s2024

2023

Salaries and other short-term benefits

10,278

10,210

Post-employment benefits

764

725

Termination benefits

344

-

Share-based payments

1

2,530

1,701

Total key management personnel compensation 13,916

12,636

Loans to key management personnel

6,363

1,497

Deposits from key management personnel

5,583

6,140

Interest income on loans to key management personnel

279

73

Interest expense on deposits from key management personnel

74

146

1

Equity-settled remuneration is based on the amortisation over the performance and vesting period (normally two to five years). It is calculated using the fair value

at the grant date of hurdled and unhurdled share rights granted during the relevant periods up to 30 September 2024.

Where the Directors of the Overseas Bank have received remuneration from the NZ Banking Group, the amounts are included above. Details of

Directors’ remuneration are disclosed in the Overseas Banking Group’s 30 September 2024 Annual Report

Loans and deposits with key management personnel

All loans and deposits are made in the ordinary course of business of the NZ Banking Group. Loans are on terms that range between variable, fixed

rate up to five years and interest only loans, all of which are in accordance with the NZ Banking Group’s lending policies.

As at 30 September 2024, no amounts have been written off and no individual provision has been recognised in respect of loans given to key

management personnel and their related parties (30 September 2023: nil). These loans have been included within the loan portfolio when

determining collectively assessed provisions.

Other key management personnel transactions

All other transactions with key management personnel, their related entities and other related parties are conducted in the ordinary course of

business. These transactions principally involve the provision of financial, investment and insurance services.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group49

Note 24 Derivative financial instruments
Accounting policy

Derivative financial instruments are instruments whose values are derived from the value of an underlying asset, reference rate or index and

include forwards, futures, swaps and options. Derivatives with related parties are included in due from/due to related entities.

The NZ Banking Group uses derivative financial instruments for meeting customers’ needs; our ALM activities, and undertaking market making

and positioning activities.

Trading derivatives

Derivatives which are used in our ALM activities but are not designated into a hedge accounting relationship are considered economic hedges.

These derivatives, along with derivatives used for meeting customers’ needs and undertaking market making and positioning activities are

measured at FVIS and are disclosed as trading derivatives in this note.

Hedging derivatives

Hedging derivatives are those which are used in our ALM activities and have also been designated into one of two hedge accounting

relationships: fair value hedge; or cash flow hedge. These derivatives are measured at fair value. These hedge designations and the associated

accounting treatment are detailed below.

For more details regarding the NZ Banking Group’s ALM activities, refer to Note 32.

Fair value hedges

Fair value hedges are used to hedge the exposure to changes in the fair value of an asset or liability.

Changes in the fair value of derivatives and the hedged asset or liability in fair value hedges are recognised in non-interest income. The carrying

value of the hedged asset or liability is adjusted for the changes in fair value related to the hedged risk.

If a hedge is discontinued, any fair value adjustments to the carrying value of the asset or liability are amortised to net interest income over the

period to maturity. If the asset or liability is sold, any unamortised adjustment is immediately recognised in net interest income.

Cash flow hedges

Cash flow hedges are used to hedge the exposure to variability of cash flows attributable to an asset, liability or future forecast transaction.

For effective hedges, changes in the fair value of derivatives are recognised in the cash flow hedge reserve through OCI and subsequently

recognised in net interest income when the cash flows attributable to the asset or liability that was hedged impact the income statement.

For hedges with some ineffectiveness, the changes in the fair value of the derivatives relating to the ineffective portion are immediately

recognised in non-interest income.

If a hedge is discontinued, any cumulative gain or loss remains in OCI. It is amortised to net interest income over the period which the asset or

liability that was hedged also impacts the income statement.

If a hedge of a forecast transaction is no longer expected to occur, any cumulative gain or loss in OCI is immediately recognised in net interest

income.

Notes to the financial statements

50Westpac Banking Corporation - New Zealand Banking Group

Note 24 Derivative financial instruments (continued)
The carrying values of derivative instruments are set out in the tables below:

NZ BANKING GROUP

2024

TradingHedging

Total derivatives carrying

value

$ millionsAssetsLiabilitiesAssetsLiabilitiesAssetsLiabilities

Interest rate contracts

Forward rate agreements

8 (75) - - 8 (75)

Swap agreements

10,321 (10,524) 449 (589) 10,770 (11,113)

Total interest rate contracts 10,329 (10,599) 449 (589) 10,778 (11,188)

FX contracts

Spot and forward contracts

1,938 (1,921) - - 1,938 (1,921)

Cross currency swap agreements (principal and

interest)

1,915 (3,000) 142 (281) 2,057 (3,281)

Total FX contracts 3,853 (4,921) 142 (281) 3,995 (5,202)

Total of gross derivatives 14,182 (15,520) 591 (870) 14,773 (16,390)

Impact of netting arrangements

(8,414) 8,414 - - (8,414) 8,414

Total of net derivatives 5,768 (7,106) 591 (870) 6,359 (7,976)

Consisting of:

Derivatives held with external counterparties

3,052 (5,062) 591 (870) 3,643 (5,932)

Derivatives held with related parties

2,716 (2,044) - - 2,716 (2,044)

NZ BANKING GROUP

2023

TradingHedging

Total derivatives carrying

value

$ millionsAssetsLiabilitiesAssetsLiabilitiesAssetsLiabilities

Interest rate contracts

Swap agreements 13,705 (13,846) 1,152 (551) 14,857 (14,397)

Total interest rate contracts

13,705 (13,846) 1,152 (551) 14,857 (14,397)

FX contracts

Spot and forward contracts 1,712 (1,693) - - 1,712 (1,693)

Cross currency swap agreements (principal and

interest)

1,087 (2,350) 353 (465) 1,440 (2,815)

Total FX contracts

2,799 (4,043) 353 (465) 3,152 (4,508)

Total of gross derivatives

16,504 (17,889) 1,505 (1,016) 18,009 (18,905)

Impact of netting arrangements (10,747) 10,747 - - (10,747) 10,747

Total of net derivatives

5,757 (7,142) 1,505 (1,016) 7,262 (8,158)

Consisting of:

Derivatives held with external counterparties 3,989 (3,842) 1,505 (1,016) 5,494 (4,858)

Derivatives held with related parties 1,768 (3,300) - - 1,768 (3,300)

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group51

Note 24 Derivative financial instruments (continued)
Hedge accounting

The NZ Banking Group designates derivatives into hedge accounting relationships in order to manage the volatility in earnings and capital that

would otherwise arise from interest rate and FX risks that may result from differences in the accounting treatment of derivatives and underlying

exposures. These hedge accounting relationships and the risks they are used to hedge are described below.

The NZ Banking Group enters into one-to-one hedge relationships to manage specific exposures where the terms of the hedged item significantly

match the terms of the hedging instrument. The NZ Banking Group also uses dynamic hedge accounting where the hedged items are part of a

portfolio of assets and/or liabilities that frequently change. In this hedging strategy, the exposure being hedged and the hedging instruments may

change frequently rather than there being a one-to-one hedge accounting relationship for a specific exposure.

Fair value hedges

Interest rate risk

The NZ Banking Group hedges its interest rate risk to reduce exposure to changes in fair value due to interest rate fluctuations over the hedging

period. Interest rate risk arising from fixed rate debt issuances and fixed rate bonds classified as investment securities at FVOCI is hedged with

single currency fixed to floating interest rate derivatives. The NZ Banking Group also hedges its benchmark interest rate risk from fixed rate foreign

currency denominated debt issuances using cross currency swaps. In applying fair value hedge accounting the NZ Banking Group primarily uses

one-to-one hedge accounting to manage specific exposures.

The NZ Banking Group also uses a dynamic hedge accounting strategy for fair value portfolio hedge accounting of some fixed rate mortgages to

reduce exposure to changes in fair value due to interest rate fluctuations over the hedging period. These fixed rate mortgages are allocated to

time buckets based on their expected repricing dates and the fixed-to-floating interest rate derivatives are designated according to the capacity in

the relevant time buckets.

The NZ Banking Group hedges the benchmark interest rate which generally represents the most significant component of the changes in fair value.

The benchmark interest rate is a component of interest rate risk that is observable in the relevant financial markets, for example, Secured

Overnight Financing Rate (‘SOFR’) for USD interest rates and BKBM for NZD interest rates. Ineffectiveness may arise from timing or discounting

differences on repricing between the hedged item and the derivative. For portfolio hedge accounting, ineffectiveness also arises from prepayment

risk (i.e. the difference between actual and expected prepayment of loans). In order to manage the ineffectiveness from early repayments and

accommodate new originations the portfolio hedges are de-designated and redesignated periodically.

Cash flow hedges

Interest rate risk

The NZ Banking Group’s exposure to the volatility of interest cash flows from customer deposits and loans is hedged with interest rate derivatives

using a dynamic hedge accounting strategy called macro cash flow hedges. Customer deposits and loans are allocated to time buckets based on

their expected repricing dates. The interest rate derivatives are designated according to the gross asset or gross liability positions for the relevant

time buckets. The NZ Banking Group hedges the benchmark interest rate which generally represents the most significant component of the

changes in fair value. The benchmark interest rate is a component of interest rate risk that is observable in the relevant financial markets, for

example, Bank Bill Swap Rate for AUD interest rates, SOFR for USD interest rates and BKBM for NZD interest rates. Ineffectiveness may arise from

timing or discounting differences on repricing between the hedged item and the interest rate derivative. Ineffectiveness also arises if the notional

values of the interest rate derivatives exceed the aggregate notional exposure for the relevant time buckets. The hedge accounting relationship is

reviewed on a monthly basis and the hedging relationships are de-designated and redesignated if necessary.

FX risk

The NZ Banking Group’s exposure to foreign currency principal and credit margin cash flows from fixed rate foreign currency debt issuances is

hedged through the use of cross currency derivatives in a one-to-one hedging relationship to manage the changes between the foreign currency

and NZD. In addition, for floating rate foreign currency debt issuances, the NZ Banking Group hedges from foreign floating to NZD floating interest

rates. Ineffectiveness may arise from timing or discounting differences on repricing between the hedged item and the cross currency derivative.

Economic hedges

As part of the NZ Banking Group’s ALM activities, economic hedges may be entered into to hedge long-term funding transactions for risk

management purposes. These hedges do not qualify for hedge accounting and are therefore not included in the hedging instrument disclosures

below.

Notes to the financial statements

52Westpac Banking Corporation - New Zealand Banking Group

Note 24 Derivative financial instruments (continued)
Hedging instruments

The following tables show the carrying value of hedging instruments and a maturity analysis of the notional amounts of the hedging instruments in

one-to-one hedge relationships categorised by the types of hedge relationships and the hedged risk.

NZ BANKING GROUP

2024

Notional amountsCarrying value

$ millionsHedging instrumentHedged risk

Within 1

year

Over 1 year

to 5 years

Over 5

yearsTotalAssetsLiabilities

One-to-one hedge relationships

Fair value hedgesInterest rate swapInterest rate risk

478 7,222 225 7,925 145 (148)

Cross currency swapInterest rate risk

785 12,300 1,314 14,399 131 (264)

Cash flow hedgesCross currency swapFX risk

785 12,300 1,314 14,399 11 (17)

Total one-to-one hedge relationships 2,048 31,822 2,853 36,723 287 (429)

Macro hedge relationships

Portfolio fair value hedgesInterest rate swapInterest rate risk

N/AN/AN/A 15,803 3 (222)

Macro cash flow hedgesInterest rate swapInterest rate risk

N/AN/AN/A 26,610 301 (219)

Total macro hedge relationshipsN/AN/AN/A 42,413 304 (441)

Total of gross hedging derivativesN/AN/AN/A 79,136 591 (870)

Impact of netting arrangements

N/AN/AN/AN/A - -

Total of net hedging derivativesN/AN/AN/AN/A 591 (870)

NZ BANKING GROUP

2023

Notional amountsCarrying value

$ millionsHedging instrumentHedged risk

Within 1

year

Over 1 year

to 5 years

Over 5

yearsTotalAssetsLiabilities

One-to-one hedge relationships

Fair value hedgesInterest rate swapInterest rate risk 583 3,063 1,753 5,399 149 (224)

Cross currency swapInterest rate risk 3,867 10,202 459 14,528 (261) (754)

Cash flow hedgesCross currency swapFX risk 3,867 10,202 459 14,528 614 289

Total one-to-one hedge relationships

8,317 23,467 2,671 34,455 502 (689)

Macro hedge relationships

Portfolio fair value hedgesInterest rate swapInterest rate riskN/AN/AN/A 20,287 143 (22)

Macro cash flow hedgesInterest rate swapInterest rate riskN/AN/AN/A 26,118 860 (305)

Total macro hedge relationships

N/AN/AN/A 46,405 1,003 (327)

Total of gross hedging derivatives

N/AN/AN/A 80,860 1,505 (1,016)

Impact of netting arrangementsN/AN/AN/AN/A - -

Total of net hedging derivatives

N/AN/AN/AN/A 1,505 (1,016)

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group53

Note 24 Derivative financial instruments (continued)
The following table shows the weighted average exchange rate related to significant hedging instruments in one-to-one hedge relationships:

NZ BANKING GROUP

Weighted average hedged rate

Hedging instrumentHedged riskCurrency pair2024

2023

Cash flow hedges

Cross currency swapFX riskCHF:NZD

N/A

0.6613

EUR:NZD

0.5963

0.5943

HKD:NZD

5.1114

5.1114

USD:NZD

0.6252

0.6716

Impact of hedge accounting on the balance sheet and reserves

The following tables show the carrying amount of hedged items in a fair value hedge relationship and the component of the carrying amount

related to accumulated fair value hedge accounting (‘FVHA') adjustments.

NZ BANKING GROUP

2024

2023

$ millions

Carrying amount of

hedged item

Accumulated FVHA

adjustment included in

carrying amount

Carrying amount of

hedged item

Accumulated FVHA

adjustment included in

carrying amount

Interest rate risk

Investment securities

4,146 140

2,585

(93)

Loans

15,911 107

20,095

(191)

Debt issues and loan capital

(17,701) 313

(16,542)

1,204

There were no accumulated FVHA adjustments (30 September 2023: nil) included in the above carrying amounts relating to hedged items that

have ceased to be adjusted for hedging gains and losses.

The pre-tax impact of cash flow hedges on reserves is detailed below:

NZ BANKING GROUP

2024

2023

$ millions

Interest rate

riskFX riskTotal

Interest rate

riskFX riskTotal

Cash flow hedge reserve

Balance at beginning of the year

578 (48) 530

588 - 588

Net gains/(losses) from changes in fair value

(179) (219) (398)

209 (311) (102)

Transferred to net interest income

(262) 202 (60)

(219) 263 44

Balance at end of year

137 (65) 72

578 (48) 530

There were no balances remaining in the cash flow hedge reserve (30 September 2023: nil) relating to hedge relationships for which hedge

accounting is no longer applied.

Notes to the financial statements

54Westpac Banking Corporation - New Zealand Banking Group

Note 24 Derivative financial instruments (continued)
Hedge effectiveness

Hedge effectiveness is tested prospectively at inception and during the lifetime of hedge relationships. For one-to-one hedge relationships this

testing uses a qualitative assessment of matched terms where the critical terms of the derivatives used as the hedging instrument match the

terms of the hedged item. In addition, a quantitative effectiveness test is performed for all hedges which could include regression analysis, dollar

offset and/or sensitivity analysis.

Retrospective testing is also performed to determine whether the hedge relationship remains highly effective so that hedge accounting can

continue to be applied and also to determine any ineffectiveness. These tests are performed using regression analysis and the dollar offset

method.

The following tables provide information regarding the determination of hedge effectiveness:

NZ BANKING GROUP

2024

$ millionsHedging instrumentHedged risk

Change in fair value of

hedging instrument

used for calculating

ineffectiveness

Change in value of

the hedged item

used for calculating

ineffectiveness

Hedge

ineffectiveness

recognised in

non-interest

income

Fair value hedges

Interest rate swapInterest rate risk

(363) 371 8

Cross currency swapInterest rate risk

724 (729) (5)

Cash flow hedges

Interest rate swapInterest rate risk

(452) 440 (12)

Cross currency swapFX risk

(18) 18 -

Total (109) 100 (9)

NZ BANKING GROUP

2023

$ millionsHedging instrumentHedged risk

Change in fair value of

hedging instrument used

for calculating

ineffectiveness

Change in value of the

hedged item used for

calculating

ineffectiveness

Hedge

ineffectiveness

recognised in non-

interest income

Fair value hedges

Interest rate swapInterest rate risk (172) 180 8

Cross currency swapInterest rate risk 62 (59) 3

Cash flow hedges

Interest rate swapInterest rate risk (22) 11 (11)

Cross currency swapFX risk (48) 48 -

Total

(180) 180 -

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group55

Note 25 Fair values of financial assets and financial liabilities
Accounting policy

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

On initial recognition, the transaction price generally represents the fair value of the financial instrument unless there is observable information

from an active market to the contrary. Where significant unobservable information is used, the difference between the transaction price and the

fair value (day one profit or loss) is recognised in the income statement over the life of the instrument or when the inputs become observable.

Critical accounting assumptions and estimates

The majority of valuation models used by the NZ Banking Group employ only observable market data as inputs. However, for certain financial

instruments, data may be employed which is not readily observable in current markets.

The availability of observable inputs is influenced by factors such as:

●product type;

●depth of market activity;

●maturity of market models; and

●complexity of the transaction.

Where unobservable market data is used, more judgement is required to determine fair value. The significance of these judgements depends on

the significance of the unobservable input to the overall valuation. Unobservable inputs are generally derived from other relevant market data

and adjusted against:

●standard industry practice;

●economic models; and

●observed transaction prices.

In order to determine a reliable fair value for a financial instrument, management may apply adjustments to the techniques previously

described.

These adjustments reflect the NZ Banking Group’s assessment of factors that market participants would consider in setting the fair value.

These adjustments incorporate bid/offer spreads, credit valuation adjustments and funding valuation adjustments.

Fair Valuation Control Framework

The NZ Banking Group uses a Fair Valuation Control Framework where the fair value is either determined or validated by a function independent of

the transaction. This framework formalises the policies and procedures used to achieve compliance with relevant accounting, industry and

regulatory standards. The framework includes specific controls relating to:

●the revaluation of financial instruments;

●independent price verification;

●fair value adjustments; and

●financial reporting.

A key element of the framework is the Revaluation Committee, comprising senior valuation specialists from within the Overseas Banking Group.

The Revaluation Committee reviews the application of the agreed policies and procedures to assess that a fair value measurement basis has been

applied.

The method of determining fair value differs depending on the information available.

Fair value hierarchy

A financial instrument’s categorisation within the valuation hierarchy is based on the lowest level input that is significant to the fair value

measurement.

The NZ Banking Group categorises all fair value instruments according to the hierarchy described below.

Valuation techniques

The NZ Banking Group applies market accepted valuation techniques in determining the fair valuation of over-the-counter derivatives. This

includes credit valuation adjustments and funding valuation adjustments, which incorporate credit risk and funding costs and benefits that arise in

relation to uncollateralised derivative positions, respectively.

The specific valuation techniques, the observability of the inputs used in valuation models and the subsequent classification for each significant

product category are outlined as follows:

Notes to the financial statements

56Westpac Banking Corporation - New Zealand Banking Group

Note 25 Fair values of financial assets and financial liabilities (continued)
Financial instruments measured at fair value

Level 1 instruments

The fair value of financial instruments traded in active markets is based on recent unadjusted quoted prices. These prices are based on actual

arm’s length basis transactions.

The valuations of Level 1 instruments require little or no management judgement.

InstrumentBalance sheet categoryIncludesValuation

Exchange traded

products

Derivative financial

instruments

Exchange traded

interest rate futures -

derivative financial

instruments

These instruments are traded in liquid, active markets

where prices are readily observable. No modelling or

assumptions are used in the valuation.

Due from related entities

Due to related entities

FX products

Derivative financial

instruments

FX spot contracts

Debt instruments

Trading securities and

financial assets measured at

FVIS

New Zealand

Government bonds

Investment securities

Other financial liabilities

Level 2 instruments

The fair value for financial instruments that are not actively traded is determined using valuation techniques which maximise the use of observable

market prices. Valuation techniques include:

●the use of market standard discounting methodologies;

●option pricing models; and

●other valuation techniques widely used and accepted by market participants.

InstrumentBalance sheet categoryIncludesValuation

Interest rate

products

Derivative financial

instruments

Due from related entities

Due to related entities

Interest rate swaps,

forwards and options –

derivative financial

instruments

Industry standard valuation models are used to calculate the

expected future value of payments by product, which is

discounted back to a present value. The model’s interest rate

inputs are benchmark interest rates and active broker quoted

interest rates in the swap, bond and futures markets. Interest

rate volatilities are sourced from brokers and consensus data

providers. If consensus prices are not available, these are

classified as Level 3 instruments.

FX products

Derivative financial

instruments

Due from related entities

Due to related entities

FX swaps and FX

forward contracts –

derivative financial

instruments

Derived from market observable inputs or consensus pricing

providers using industry standard models. If consensus prices

are not available, these are classified as Level 3 instruments.

Asset backed

debt

instruments

Trading securities and financial

assets measured at FVIS

Investment securities

Asset backed securities

Valued using an industry approach to value floating rate debt

with prepayment features. The main inputs to the model are

the trading margin and the weighted average life of the

security. These inputs are sourced from a consensus data

provider. If consensus prices are not available, these are

classified as Level 3 instruments.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group57

Note 25 Fair values of financial assets and financial liabilities (continued)
InstrumentBalance sheet categoryIncludesValuation

Non-asset backed

debt instruments

Trading securities and financial

assets measured at FVIS

Investment securities

Other financial liabilities

Local authority and NZ

public securities, other

bank issued certificates

of deposit, commercial

paper, other

government securities,

off-shore securities and

corporate bonds

Repurchase agreements

and reverse repurchase

agreements over non-

asset backed debt

securities

Valued using observable market prices which are sourced

from independent pricing services, broker quotes or inter-

dealer prices. If prices are not available from these sources,

these are classified as Level 3 instruments.

Deposits and other

borrowings at fair

value

Deposits and other borrowingsCertificates of deposit

Discounted cash flow using market rates offered for deposits

of similar remaining maturities.

Debt issues at fair

value

Debt issuesCommercial paper

Discounted cash flows, using a discount rate which reflects

the terms of the instrument and the timing of cash flows

adjusted for market observable changes in the NZ Banking

Group’s implied creditworthiness.

Level 3 instruments

Financial instruments valued where at least one input that could have a significant effect on the instrument’s valuation is not based on observable

market data due to illiquidity or complexity of the product. These inputs are generally derived and extrapolated from other relevant market data

and calibrated against current market trends and historical transactions.

These valuations are calculated using a high degree of management judgement.

InstrumentBalance sheet categoryIncludesValuation

Interest rate derivatives

Derivative financial

instruments

Non-vanilla interest

rate

(inflation indexed)

derivatives and long-

dated NZD caps

Valued using industry standard valuation models utilising

observable market inputs which are determined separately

for each parameter. Where unobservable, inputs will be set

with reference to an observable proxy.

Debt instruments

Trading securities and

financial assets measured at

FVIS

Certain debt

securities with low

observability,

usually issued via

private placement

These securities are evaluated by an independent pricing

service or based on third party revaluations. Due to their

illiquidity and/or complexity these are classified as Level 3

assets.

Notes to the financial statements

58Westpac Banking Corporation - New Zealand Banking Group

Note 25 Fair values of financial assets and financial liabilities (continued)
The following table summarises the attribution of financial instruments measured at fair value to the fair value hierarchy:

NZ BANKING GROUP

2024

2023

$ millionsLevel 1Level 2Level 3

1

Total

Level 1Level 2Level 3Total

Financial assets measured at fair value

on a recurring basis

Trading securities and financial assets

measured at FVIS

1,496 4,225 2 5,723

699 4,298 10 5,007

Derivative financial instruments

1 3,642 - 3,643

7 5,487 - 5,494

Investment securities

3,211 4,324 - 7,535

2,287 4,364 - 6,651

Due from related entities

- 2,716 - 2,716

- 1,768 - 1,768

Total financial assets measured at fair

value

4,708 14,907 2 19,617

2,993 15,917 10 18,920

Financial liabilities measured at fair

value on a recurring basis

Deposits and other borrowings at fair value

2

- 1,863 - 1,863

- 2,413 - 2,413

Other financial liabilities

250 211 - 461

630 170 - 800

Derivative financial instruments

1 5,930 1 5,932

2 4,854 2 4,858

Due to related entities

- 2,055 - 2,055

- 3,300 - 3,300

Debt issues at fair value

- 3,726 - 3,726

- 1,471 - 1,471

Total financial liabilities measured at

fair value

251 13,785 1 14,037

632 12,208 2 12,842

1

Balances within this category of the fair value hierarchy are not considered material to the total derivative financial instruments balances.

2

There are no differences between the fair values disclosed and the contractual outstanding amount payable at maturity for these financial liabilities measured at

fair value on a recurring basis.

Sensitivities to reasonably possible changes in non-market valuation assumptions would not have a material impact on the NZ Banking Group's

reported results (30 September 2023: no material impact).

Analysis of movements between fair value hierarchy levels

The NZ Banking Group considers transfers between levels, if any, to have occurred at the end of the reporting period. During the year, there were

no material transfers between levels of the fair value hierarchy (30 September 2023: no material transfers between levels).

Financial instruments not measured at fair value

For financial instruments not measured at fair value on a recurring basis, fair value has been derived as follows:

InstrumentValuation

Loans

Where available, the fair value of loans is based on observable market transactions; otherwise fair value is

estimated using discounted cash flow models. For variable rate loans, the discount rate used is the current effective

interest rate. The discount rate applied for fixed rate loans reflects the market rate for the maturity of the loan and

the creditworthiness of the borrower.

Deposits and other

borrowings

Fair values of deposit liabilities payable on demand (interest free, interest bearing and savings deposits)

approximate their carrying value. Fair values for term deposits are estimated using discounted cash flows, applying

market rates offered for deposits of similar remaining maturities.

Due to related entities

The carrying value of due to related entities approximates the fair value. These items are either short-term in nature

or re-price frequently, and are of a high credit rating.

Debt issues and

loan capital

The fair values of these instruments are calculated based on quoted market prices, where available. Where quoted

market prices are not available, fair values are calculated using a discounted cashflow model. The discount rates

applied reflect the terms of the instruments and the timing of the estimated cash flows and are adjusted for any

changes in the NZ Banking Group’s credit spreads.

All other financial

assets and financial

liabilities

For all other financial assets and financial liabilities, the carrying value approximates the fair value. These items are

either short-term in nature or re-price frequently, and are of a high credit rating.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group59

Note 25 Fair values of financial assets and financial liabilities (continued)
The following table summarises the estimated fair value and fair value hierarchy of the NZ Banking Group’s financial instruments not measured at

fair value:

NZ BANKING GROUP

2024

$ millions

Carrying

Amount

Fair Value

Level 1Level 2Level 3Total

Financial assets not measured at fair value

Cash and balances with central banks

7,553 7,553 - - 7,553

Collateral paid

244 244 - - 244

Loans

102,463 - - 102,474 102,474

Other financial assets

1,117 - 1 1,116 1,117

Due from related entities

713 - 713 -

713

Total financial assets not measured at fair value 112,090 7,797 714 103,590 112,101

Financial liabilities not measured at fair value

Collateral received

198 198 - - 198

Deposits and other borrowings

79,676 - 78,291 1,488 79,779

Other financial liabilities

4,974 - 4,973 - 4,973

Due to related entities

1,182 - 1,182 -

1,182

Debt issues

1

17,893 - 17,988 - 17,988

Loan capital

3,093 - 3,208 -

3,208

Total financial liabilities not measured at fair value 107,016 198 105,642 1,488 107,328

NZ BANKING GROUP

2023

$ millions

Carrying

Amount

Fair Value

Level 1Level 2Level 3Total

Financial assets not measured at fair value

Cash and balances with central banks 9,325 9,325 - - 9,325

Collateral paid 62 62 - - 62

Loans 99,711 - - 98,640 98,640

Other financial assets

469 - 4 465 469

Due from related entities

2,720 - 2,720 - 2,720

Total financial assets not measured at fair value

112,287 9,387 2,724 99,105 111,216

Financial liabilities not measured at fair value

Collateral received 614 614 - - 614

Deposits and other borrowings 79,783 - 78,057 1,741 79,798

Other financial liabilities 6,422 - 6,422 - 6,422

Due to related entities 1,366 - 1,366 - 1,366

Debt issues

1

17,126 - 16,962 - 16,962

Loan capital

3,051 - 2,990 -

2,990

Total financial liabilities not measured at fair value

108,362 614 105,797 1,741 108,152

1

The estimated fair value of debt issues includes the impact of changes in theNZ Banking Group's credit spreads since origination.

Notes to the financial statements

60Westpac Banking Corporation - New Zealand Banking Group

Note 26 Offsetting financial assets and financial liabilities
Accounting policy

Financial assets and financial liabilities are presented net on the balance sheet when the NZ Banking Group has a legally enforceable right to

offset them in all circumstances and there is an intention to settle the asset and liability on a net basis, or to realise the asset and settle the

liability simultaneously. The gross assets and liabilities behind the net amounts reported on the balance sheet are disclosed in the following

table.

Some of the NZ Banking Group’s offsetting arrangements are not enforceable in all circumstances. The amounts in the tables below may not tie

back to the balance sheet if there are balances which are not subject to offsetting or enforceable netting arrangements. The amounts presented in

this note do not represent the credit risk exposure of the NZ Banking Group. Refer to Note 13 for information on credit risk management. The

offsetting and collateral arrangements and other credit risk mitigation strategies used by the NZ Banking Group are further explained in the

‘Management of risk mitigation’ section under Note 13.5.

NZ BANKING GROUP

2024

Amounts Subject to Enforceable Netting Arrangements

Amounts Offset on the Balance SheetAmounts Not Offset on the Balance Sheet

$ millions

Gross

Amounts

Amounts

Offset

Net Amounts

Reported on

the Balance

Sheet

Other

Recognised

Financial

Instruments

Cash

Collateral

Financial

Instrument

CollateralNet Amount

Assets

Reverse repurchase agreements

1

168 - 168 - - (168) -

Derivative financial instruments

2

11,874 (8,414) 3,460 (1,704) (137) - 1,619

Due from related entities - derivative

financial instruments

3

2,716 - 2,716 (2,044) - - 672

Total assets 14,758 (8,414) 6,344 (3,748) (137) (168) 2,291

Liabilities

Repurchase agreements

4

3,076 - 3,076 - - (3,076) -

Derivative financial instruments

2

14,088 (8,414) 5,674 (1,704) (197) - 3,773

Due to related entities - derivative

financial instruments

5

2,044 - 2,044 (2,044) - - -

Total liabilities 19,208 (8,414) 10,794 (3,748) (197) (3,076) 3,773

1

Forms part of trading securities and financial assets measured at FVIS (refer to Note 9).

2

$183 million (30 September 2023: $132 million) of derivative financial assets and $258 million (30 September 2023: $390 million) of derivative financial liabilities are

not subject to enforceable netting arrangements.

3

Forms part of due from related entities on the balance sheet (refer to Note 23).

4

Forms part of other financial liabilities on the balance sheet (refer to Note 18).

5

Forms part of due to related entities on the balance sheet (refer to Note 23).

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group61

Note 26 Offsetting financial assets and financial liabilities (continued)
NZ BANKING GROUP

2023

Amounts Subject to Enforceable Netting Arrangements

Amounts Offset on the Balance SheetAmounts Not Offset on the Balance Sheet

$ millions

Gross

Amounts

Amounts

Offset

Net Amounts

Reported on

the Balance

Sheet

Other

Recognised

Financial

InstrumentsCash Collateral

Financial

Instrument

CollateralNet Amount

Assets

Reverse repurchase agreements

1

487 - 487 - - (482) 5

Derivative financial instruments

2

16,109 (10,747) 5,362 (2,197) (614) - 2,551

Due from related entities - derivative

financial instruments

3

1,768 - 1,768 (1,768) - - -

Total assets

18,364 (10,747) 7,617 (3,965) (614) (482) 2,556

Liabilities

Repurchase agreements

4

5,168 - 5,168 - - (5,168) -

Derivative financial instruments

2

15,215 (10,747) 4,468 (2,197) (62) (77) 2,132

Due to related entities - derivative

financial instruments

5

3,300 - 3,300 (1,768) - - 1,532

Total liabilities

23,683 (10,747) 12,936 (3,965) (62) (5,245) 3,664

1

Forms part of trading securities and financial assets measured at FVIS (refer to Note 9).

2

$183 million (30 September 2023: $132 million) of derivative financial assets and $258 million (30 September 2023: $390 million) of derivative financial liabilities are

not subject to enforceable netting arrangements.

3

Forms part of due from related entities on the balance sheet (refer to Note 23).

4

Forms part of other financial liabilities on the balance sheet (refer to Note 18).

5

Forms part of due to related entities on the balance sheet (refer to Note 23).

Other recognised financial instruments

These financial assets and financial liabilities are subject to master netting agreements which are not enforceable in all circumstances, so they are

recognised gross on the balance sheet. The offsetting rights of the master netting arrangements can only be enforced if a predetermined event

occurs in the future, such as a counterparty defaulting.

Cash collateral and financial instrument collateral

These amounts are received or pledged under master netting arrangements against the gross amounts of assets and liabilities. Financial

instrument collateral typically comprises securities which can be readily liquidated in the event of counterparty default. The offsetting rights of the

master netting arrangement can only be enforced if a predetermined event occurs in the future, such as a counterparty defaulting.

Notes to the financial statements

62Westpac Banking Corporation - New Zealand Banking Group

Note 27 Credit related commitments, contingent assets and contingent liabilities
Accounting policy

Undrawn credit commitments

The NZ Banking Group enters into various arrangements with customers which are only recognised on the balance sheet when called upon.

These arrangements include commitments to extend credit, bill endorsements, financial guarantees, standby letters of credit and underwriting

facilities.

Contingent assets

Contingent assets are possible assets whose existence will be confirmed only by uncertain future events. Contingent assets are not recognised

on the balance sheet but are disclosed if an inflow of economic benefits is probable.

Contingent liabilities

Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events, and present obligations where

the transfer of economic resources is not probable or cannot be reliably measured. Contingent liabilities are not recognised on the balance

sheet but are disclosed unless the outflow of economic resources is remote.

Undrawn credit commitments

Undrawn credit commitments expose the NZ Banking Group to liquidity risk when called upon and also to credit risk if the customer fails to repay

the amounts owed at the due date. The maximum exposure to credit loss is the contractual or notional amount of the instruments disclosed

below. Some of the arrangements can be cancelled by the NZ Banking Group at any time. The actual liquidity and credit risk exposure varies in line

with drawings and may be less than the amounts disclosed. The NZ Banking Group uses the same credit policies when entering into these

arrangements as it does for on-balance sheet instruments. Refer to Note 13 and Note 32 for further details on credit risk management and liquidity

risk.

NZ BANKING GROUP

$ millions2024

2023

Letters of credit and guarantees

1

1,171

1,015

Commitments to extend credit

2

27,191

27,869

Total undrawn credit commitments 28,362

28,884

1

Standby letters of credit and guarantees are undertakings to pay, against presentation documents, an obligation in the event of a default by a customer.

Guarantees are unconditional undertakings given to support the obligations of a customer to third parties. The NZ Banking Group may hold cash as collateral for

certain guarantees issued.

2

Commitments to extend credit include all obligations on the part of the NZ Banking Group to provide credit facilities. As facilities may expire without being drawn

upon, the notional amounts do not necessarily reflect future cash requirements.

Contingent assets

The credit commitments shown in the table above also constitute contingent assets. These commitments would be classified as loans on the

balance sheet on the contingent event occurring.

Contingent liabilities

All potential claims and other liabilities are assessed on a case-by-case basis. A provision will be recognised where the NZ Banking Group has

conducted an assessment which determines the likelihood of loss as probable and where its potential loss can be reliably estimated. A contingent

liability exists in respect of actual or potential claims where the likely loss is not assessed as probable, where the law is uncertain or, in rare

circumstances, where the outflow of resources cannot be reliably estimated.

The NZ Banking Group is exposed to contingent risks and liabilities arising from the conduct of its business, including: actual and potential

disputes, claims and legal proceedings; investigations, inquiries and reviews (formal and informal) carried out by regulatory authorities (including

into the NZ Banking Group's processes for some products relating to the requirements of CCCFA); and internal investigations and reviews.

The scope of reviews (internal and external), investigations and inquiries, including those relating to the requirements of the CCCFA, can be wide-

ranging and can result in litigation (including class action proceedings and enforcement proceedings), fines and penalties, customer remediation

and/or other sanctions and reputational damage.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group63

Note 28 Segment reporting
Accounting policy

Operating segments are presented on a basis that is consistent with information provided internally to the NZ Banking Group’s chief operating

decision-maker and reflect the management of the business, rather than the legal structure of the NZ Banking Group. The chief operating

decision-maker is the person or group that allocates resources to and assesses the performance of the operating segments of an entity. The NZ

Banking Group has determined that the NZ Banking Group executive team is its chief operating decision-maker.

Inter-segment revenue and costs are eliminated at head office. Income and expenses directly associated with each segment are included in

determining business segment performance.

The NZ Banking Group operates predominantly in the Consumer Banking and Wealth, Institutional and Business Banking, Financial Markets,

International Trade and Payments sectors within New Zealand. On this basis, no geographical segment reporting is provided.

The operating segment results have been presented on a management reporting basis and consequently internal charges and transfer pricing

adjustments have been reflected in the performance of each operating segment. Intersegment pricing is determined on a cost recovery basis.

The NZ Banking Group does not rely on any single major customer for its revenue base.

Segment comparative information for the year ended 30 September 2023 has been revised to align to the current year's basis for reporting,

provided internally to the NZ Banking Group's chief operating decision-maker.

The NZ Banking Group’s operating segments are defined by the customers they serve and the services they provide. The NZ Banking Group has

identified the following main operating segments:

●Consumer Banking and Wealth provides financial services predominantly for individuals;

●Institutional and Business Banking provides a broad range of financial services for small to medium enterprise, corporate, property finance,

agricultural, institutional and government customers; and

●Financial Markets provides foreign exchange, interest rate derivatives, fixed interest and debt securities, commodities, carbon and energy

capabilities. International Trade and Payments provide international trade solutions, payments products and services to consumer,

business and institutional customers.

Reconciling items primarily represent:

●business units that do not meet the definition of a reportable operating segment under NZ IFRS 8 Operating Segments;

●elimination entries on consolidation/aggregation of the results, assets and liabilities of the NZ Banking Group’s controlled entities in the

preparation of the aggregated financial statements of the NZ Banking Group; and

●results of certain business units excluded for management reporting purposes, but included within the aggregated financial statements of

the NZ Banking Group for statutory financial reporting purposes.

Notes to the financial statements

64Westpac Banking Corporation - New Zealand Banking Group

Note 28 Segment reporting (continued)
NZ BANKING GROUP

$ millions

Consumer

Banking and

Wealth

Institutional

and Business

Banking

Financial

Markets,

International

Trade and

Payments

Reconciling

Items Total

Year ended 30 September 2024

Net interest income 1,219 1,294 52 364

2,929

Net fees and commissions

Facility fees

25 26 3 -

54

Transaction fees and commissions

172 78 (3) (47)

200

Other non-risk fee income

5 13 9 (4)

23

Fees and commissions income 202 117 9 (51)

277

Fees and commissions expenses

(76) - - -

(76)

Net fees and commissions 126 117 9 (51) 201

Other non-interest income

- - 49 14 63

Total non-interest income 126 117 58 (37) 264

Net operating income 1,345 1,411 110 327 3,193

Operating expenses

(793) (514) (42) (78)

(1,427)

Impairment (charges)/benefits

(19) (8) - - (27)

Profit before income tax expense 533 889 68 249 1,739

As at 30 September 2024

Total gross loans

62,190 40,217 334 224 102,965

Total deposits and other borrowings

46,616 33,060 - 1,863 81,539

Year ended 30 September 2023 (revised)

Net interest income

1,200 1,216 48 374 2,838

Net fees and commissions

Facility fees 27 18 3 - 48

Transaction fees and commissions 165 83 (3) (42) 203

Other non-risk fee income 5 12 12 (9) 20

Fees and commissions income

197 113 12 (51) 271

Fees and commissions expenses (75) - - 1 (74)

Net fees and commissions

122 113 12 (50) 197

Other non-interest income - - 86 15 101

Total non-interest income

122 113 98 (35) 298

Net operating income

1,322 1,329 146 339 3,136

Operating expenses (734) (508) (42) (69) (1,353)

Impairment (charges)/benefits (77) (58) - - (135)

Profit before income tax expense

511 763 104 270 1,648

As at 30 September 2023

Total gross loans 60,004 39,911 397 (94) 100,218

Total deposits and other borrowings 44,980 34,804 - 2,412 82,196

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group65

Note 29 Securitisation, covered bonds and other transferred assets
The NZ Banking Group enters into transactions in the normal course of business by which financial assets, or an interest in such assets or

cashflows arising from such assets, are transferred to counterparties or structured entities. Depending on the circumstances, these transfers may

result in derecognition of the assets in their entirety, partial derecognition or no derecognition of the asset. For the NZ Banking Group’s accounting

policy on derecognition of financial assets, refer to Note 1.

Securitisation

Securitisation is the process of selling a group of assets (or an interest in the assets or the cashflow arising from the assets) to a special purpose

entity which then issues interest bearing debt securities for funding purposes.

Securitisation of its own assets is used by the NZ Banking Group as a funding and liquidity tool.

In October 2008, the NZ Banking Group set up WNZSL as a structured entity for the purpose of structuring assets that are eligible for repurchase

agreements with the Reserve Bank as part of Westpac New Zealand’s internal residential mortgage-backed securitisation programme.

Under the internal residential mortgage-backed securitisation programme, Westpac New Zealand periodically sells the rights (but not the

obligations) under eligible housing loans to WNZSL. The purchase by WNZSL of the housing loans is funded by the proceeds of the issuance of

RMBS.

Westpac New Zealand is obliged to repurchase any housing loan sold to and held by WNZSL where the housing loan does not meet the eligibility

criteria of the programme. It is not envisaged that any liability resulting in material loss to the NZ Banking Group will arise from these obligations.

Covered bonds

The NZ Banking Group has a covered bond programme under which it may issue bonds (Covered Bonds). From time to time, the NZ Banking

Group transfers, via assignment, housing loans originated by Westpac New Zealand to a bankruptcy remote structured entity, WNZCBL. WNZCBL

is a special purpose entity which holds the rights to, but not the obligations under, the pool of housing loans held by it (the Portfolio). The

payments of all amounts due in respect of the Covered Bonds have been unconditionally guaranteed by Westpac New Zealand. In addition,

WNZCBL (the CB Guarantor) has guaranteed payments of interest and principal under the Covered Bonds pursuant to a financial guarantee which

is secured by WNZCBL granting security over the Portfolio and its other assets. Recourse against the CB Guarantor under its guarantee is limited to

the Portfolio and such assets.

The intercompany loan made by Westpac New Zealand to WNZCBL to fund the initial and all subsequent purchases of eligible housing loans and

the liability representing the intercompany loan from WNZCBL to Westpac New Zealand are fully eliminated in the NZ Banking Group’s financial

statements.

Westpac New Zealand is obliged to repurchase any housing loans sold to and held by WNZCBL (pursuant to Westpac New Zealand’s Global

Covered Bond Programme) in certain circumstances including (but not limited to) where:

●it is discovered that there has been a material breach of a sale warranty (or any such sale warranty is materially untrue);

●the loan becomes materially impaired or is enforced prior to the second monthly covered bond payment date falling after the assignment of

the loan; or

●at the cut-off date relating to the loan, there were arrears of interest and that loan subsequently becomes a delinquent loan prior to the

second monthly covered bond payment date falling after the assignment of the loan.

It is not envisaged that any liability resulting in material loss to the NZ Banking Group will arise from these obligations.

Repurchase agreements

Where securities are sold subject to an agreement to repurchase at a predetermined price, they remain recognised on the balance sheet in their

original category (i.e. trading securities and financial assets measured at FVIS or investment securities). Repurchase agreements are designated at

fair value when they are managed as part of a trading portfolio, otherwise they are measured on an amortised cost basis.

The cash consideration received is recognised as a liability (repurchase agreements). Refer to Note 18 for further details.

Notes to the financial statements

66Westpac Banking Corporation - New Zealand Banking Group

Note 29 Securitisation, covered bonds and other transferred assets (continued)
The following table presents the NZ Banking Group’s assets transferred and their associated liabilities:

NZ BANKING GROUP

For those liabilities that only have recourse to

the transferred assets:

$ millions

Carrying

amount of

transferred

assets

Carrying

amount of

associated

liabilities

Fair value of

transferred

assets

Fair value of

associated

liabilities

Net fair value

position

2024

Securitisation - own assets

1

15,122 15,090 15,102 15,090 12

Covered bonds

2

7,545 4,353 n/an/an/a

Repurchase agreements

4,160 3,087 n/an/an/a

Total 26,827 22,530 15,102 15,090 12

2023

Securitisation - own assets

1

15,096 15,098 15,105 15,098 7

Covered bonds

2

7,540 5,045 n/an/an/a

Repurchase agreements 6,663 5,168 n/an/an/a

Total

29,299 25,311 15,105 15,098 7

1

The most senior rated securities at 30 September 2024 of $13,800 million (30 September 2023: $13,800 million) qualify as eligible collateral for repurchase

agreements with the Reserve Bank. Westpac New Zealand complies with the Reserve Bank’s guidelines for its overnight reverse repurchase agreement facility and

open market operations, which allows banks in New Zealand to offer RMBS as collateral for the Reserve Bank’s repurchase agreements.

2

The difference between the carrying values of the covered bonds and the assets pledged allows for the immediate issuance of additional covered bonds if required.

These additional assets can be repurchased by Westpac New Zealand at its discretion, subject to the conditions set out in the transaction documents. The Portfolio

is comprised of housing loans up to a value of $7,500 million as at 30 September 2024 (30 September 2023: $7,500 million). Over time, the composition of the

Portfolio will include, in addition to housing loans, accrued interest (representing accrued and unpaid interest on the outstanding housing loans) and cash

(representing collections of principal and interest from the underlying housing loans).

Note 30 Structured entities

Accounting policy

Structured entities are generally created to achieve a specific, defined objective and their operations are restricted such as to only purchasing

specific assets. Structured entities are commonly financed by debt or equity securities that are collateralised by and/or indexed to their

underlying assets. The debt and equity securities issued by structured entities may include tranches with varying levels of subordination.

Structured entities are classified as subsidiaries and consolidated if they meet the definition in Note 1. If the NZ Banking Group does not control a

structured entity then it will not be consolidated.

The NZ Banking Group engages in various transactions with both consolidated and unconsolidated structured entities that are mainly involved in

securitisations, asset backed structures and managed funds.

Consolidated structured entities

Securitisation and covered bonds

The NZ Banking Group uses structured entities to securitise its financial assets through the Covered Bond Programme and Westpac New Zealand’s

internal residential mortgage-backed securitisation programme. Refer to Note 29 for further details.

NZ Banking Group managed funds

As disclosed in Note 23, the PIE Funds are consolidated within the financial statements of the NZ Banking Group.

Non-contractual financial support

The NZ Banking Group does not provide non-contractual financial support to these consolidated structured entities.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group67

Note 30 Structured entities (continued)
Unconsolidated structured entities

The NZ Banking Group has interests in various unconsolidated structured entities including debt instruments, guarantees, liquidity arrangements,

lending, loan commitments, certain derivatives and investment management agreements.

Interests exclude non-complex derivatives (e.g. interest rate swap agreements) and lending to a structured entity with recourse to a wider

operating entity, not just the structured entity.

The NZ Banking Group’s main interests in unconsolidated structured entities, which arise in the normal course of business, are:

Loans and other

credit commitments

The NZ Banking Group lends to unconsolidated structured entities, subject to the NZ Banking Group’s collateral

and credit approval processes, in order to earn interest and fees and commissions income. The structured

entities are mainly securitisation entities.

Investment

management

agreements

The NZ Banking Group manages funds that provide customers with investment opportunities. The NZ Banking

Group also manages superannuation funds for its employees. The NZ Banking Group earns management fee

income which is recognised in non-interest income.

The following table shows the NZ Banking Group’s interests in unconsolidated structured entities and its maximum exposure to loss in relation to

those interests. The maximum exposure does not take into account any collateral or hedges that will reduce the risk of loss.

●For on-balance sheet instruments, including debt instruments in and loans to unconsolidated structured entities, the maximum exposure to

loss is the carrying value; and

●For off-balance sheet instruments, including liquidity facilities and loan and other credit commitments and guarantees, the maximum

exposure to loss is the notional amounts.

NZ BANKING GROUP

2024

2023

$ millions

Financing to

Securitisation

Vehicles

Group

Managed

FundsTotal

Financing to

Securitisation

Vehicles

Group

Managed

FundsTotal

Assets

Loans

4,662 - 4,662

4,368 - 4,368

Total on-balance sheet exposures 4,662 - 4,662

4,368 - 4,368

Total notional amounts of off-balance sheet

exposures

1,267 - 1,267

1,777 - 1,777

Maximum exposure to loss 5,929 - 5,929

6,145 - 6,145

Size of structured entities

1

5,929 13,210 19,139

6,145 11,504 17,649

1

Represented by the total assets or market capitalisation of the entity, or if not available, the NZ Banking Group’s total committed exposure (for lending

arrangements and external debt holdings) or funds under management (for Group Managed Funds).

Non-contractual financial support

The NZ Banking Group does not provide non-contractual financial support to these unconsolidated structured entities.

Notes to the financial statements

68Westpac Banking Corporation - New Zealand Banking Group

Note 31 Capital management
The Overseas Bank is a registered bank in New Zealand and conducts business in New Zealand through the NZ Banking Group. The capital held by

the NZ Banking Group comprises of the head office account, NZ Banking Group equity and loan capital.

Most of the NZ Banking Group’s capital is held in, and managed by Westpac New Zealand. Westpac New Zealand’s Board is responsible for

ensuring that capital adequacy of Westpac New Zealand is maintained and complies with the regulatory capital requirements prescribed by the

Reserve Bank.

There are no current regulatory capital requirements that apply specifically to the NZ Branch or the NZ Banking Group. The Overseas Bank’s Board

is responsible for ensuring that capital adequacy of the Overseas Banking Group and the Overseas Bank is maintained. The NZ Banking Group’s

capital is managed as part of the Overseas Banking Group’s Internal Capital Adequacy Assessment Process. Westpac New Zealand is also required

to maintain its own Internal Capital Adequacy Assessment Process under the Reserve Bank of New Zealand’s capital adequacy requirements.

Under APRA’s Prudential Standards, Australian ADIs, including the Overseas Banking Group and the Overseas Bank are required to maintain

minimum ratios of capital to risk weighted assets, as determined by APRA. The minimum capital ratios are at least equal to those specified under

the Basel III capital framework. For the calculation of risk weighted assets, the Overseas Banking Group and the Overseas Bank are accredited by

APRA to apply advanced models permitted by the Basel III global capital adequacy regime. The Overseas Banking Group and the Overseas Bank

use the Advanced IRB approach for credit risk, the Standardised Measurement Approach for operational risk and the internal model approach for

IRRBB for calculating regulatory capital.

APRA’s prudential standards are generally consistent with the International Regulatory Framework for Banks, also known as Basel III, issued by the

Basel Committee on Banking Supervision, except where APRA has exercised certain discretions.

The Overseas Banking Group (excluding entities specifically excluded by APRA regulations), and the Overseas Bank (Extended Licensed Entity as

defined by APRA), exceeded the minimum capital adequacy requirements as specified by APRA as at 30 September 2024.

The Overseas Banking Group evaluates its approach to capital management through an Internal Capital Adequacy Assessment Process. Key

considerations include:

●Regulatory capital minimums together with the capital conservation buffer (CCB) and countercyclical capital buffer are the Total Common

Equity Tier 1 (CET1) Requirement. The Total CET1 Requirement for D-SIBs, including the Overseas Banking Group, is at least 10.25%

1

;

●Strategy, business mix and operations and contingency plans;

●Perspectives of external stakeholders including rating agencies as well as equity and debt investors; and

●A stress testing framework that tests our resilience under a range of adverse economic scenarios.

The Overseas Bank Board has determined that the Overseas Banking Group will target a CET1 operating capital range of between 11.0% and 11.5%,

in normal operating conditions.

1

Noting that APRA may apply higher Common Equity Tier 1 (CET1) requirements for an individual ADI.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group69

Note 31 Capital management (continued)
The table below represents the capital adequacy calculation for the Overseas Banking Group and Overseas Bank as at 30 September 2024 based

on APRA’s application of the Basel III capital adequacy framework.

%

30 Sep 24

Unaudited

30 Sep 23

Unaudited

Overseas Banking Group (excluding entities specifically excluded by APRA)

1,2

Common Equity Tier 1 capital ratio

12.5

12.4

Additional Tier 1 capital ratio

2.3

2.2

Tier 1 capital ratio

14.8

14.6

Tier 2 capital ratio

6.6

5.9

Total regulatory capital ratio

21.4

20.5

Overseas Bank (Extended Licensed Entity)

1,3

Common Equity Tier 1 capital ratio

12.7

12.6

Additional Tier 1 capital ratio

2.5

2.4

Tier 1 capital ratio

15.2

15.0

Tier 2 capital ratio

7.3

6.5

Total regulatory capital ratio22.5

21.5

1

The capital ratios represent information mandated by APRA. The capital ratios of the Overseas Banking Group are publicly available in the Overseas Banking Group’s

Pillar 3 report. This information is made available to users via the Overseas Bank’s website (www.westpac.com.au).

2

Overseas Banking Group (excluding entities specifically excluded by APRA regulations) comprises the consolidation of the Overseas Bank and its subsidiary entities

except those entities specifically excluded by APRA regulations for the purposes of measuring capital adequacy (Level 2). The head of the Level 2 group is the

Overseas Bank.

3


Overseas Bank (Extended Licensed Entity) comprises the Overseas Bank and its subsidiary entities that have been approved by APRA as being part of a single ELE

for the purpose of measuring capital adequacy (Level 1).

The Overseas Banking Group is required to disclose additional detailed information on its risk management practices and capital adequacy on a

quarterly basis. This information is made available to users via the Overseas Banking Group’s website (www.westpac.com.au).

Notes to the financial statements

70Westpac Banking Corporation - New Zealand Banking Group

Note 32 Risk management, funding and liquidity risk and market risk
Financial instruments are fundamental to the NZ Banking Group’s business of providing banking and financial services. The associated financial

risks (including credit risk, funding and liquidity risk and market risk) are a significant proportion of the total risks faced by the NZ Banking Group.

This note details the financial risk management policies, practices and quantitative information of the NZ Banking Group’s principal financial risk

exposures.

Principal risksNote nameNote number

Overview

Risk management frameworks32.1

Credit risk

Refer to Note 13 Credit risk management13

Funding and liquidity risk

Liquidity modelling32.2.1

The risk that the NZ Banking Group cannot meet its payment

obligations or that it does not have the appropriate amount,

tenor and composition of funding and liquidity to support its

assets.

Sources of funding32.2.2

Assets pledged as collateral32.2.3

Contractual maturity of financial liabilities32.2.4

Expected maturity32.2.5

Market risk

VaR32.3.1

The risk of an adverse impact on the NZ Banking Group’s

financial performance or financial position resulting from

changes in market factors, such as FX rates, commodity

prices and equity prices, credit spreads and interest rates.

This includes interest rate risk in the banking book which is

the risk of loss in earnings or economic value in the banking

book as a consequence of movements in interest rates.

Traded market risk 32.3.2

Non-traded market risk 32.3.3

32.1 Risk management frameworks

The Board is responsible for approving the Overseas Banking Group’s Risk Management Framework, Risk Management Strategy and Board Risk

Appetite Statement and monitoring the effectiveness of risk management by the Overseas Banking Group.

The Board has delegated to the Group BRiskC responsibility to:

●review and recommend the Overseas Banking Group’s Risk Management Framework, Risk Management Strategy, and Board Risk Appetite

Statement to the Board for approval;

●review and monitor the risk profile and controls of the NZ Banking Group consistent with the Overseas Banking Group’s Risk Appetite

Statement;

●approve frameworks, policies and processes for managing risk (consistent with the Overseas Banking Group’s Risk Management Framework

and Board Risk Appetite Statement); and

●review and, where appropriate, approve risks beyond the approval discretion provided to management.

For each of its primary financial risks, the NZ Banking Group maintains risk management frameworks and a number of supporting policies that

define roles and responsibilities, acceptable practices, limits and key controls:

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group71

Note 32 Risk management, funding and liquidity risk and market risk (continued)
RiskRisk management framework and controls

Funding and

liquidity risk

-Funding and liquidity risk is measured and managed in

accordance with the policies and processes defined in the

Westpac New Zealand BRCC approved Liquidity Risk

Management Framework which is part of the NZ Banking

Group’s Board-approved Risk Management Framework.

-Responsibility for managing Westpac New Zealand's

liquidity and funding positions in accordance with the

Liquidity Risk Management Framework is delegated to

Westpac New Zealand Treasury, under the oversight of the

Westpac New Zealand’s ALCO and the Financial Markets

and Treasury Risk unit.

-Westpac New Zealand Treasury undertakes an annual

funding review that outlines Westpac New Zealand's

balance sheet funding strategy over a three year period.

This review encompasses trends in global markets, peer

analysis, wholesale funding capacity, expected funding

requirements and a funding risk analysis. This strategy is

continuously reviewed to take account of changing market

conditions, investor sentiment and estimations of asset and

liability growth rates. This review is subsequently submitted

to Westpac New Zealand BRCC for approval.

-The daily liquidity risk reports are reviewed by Westpac New

Zealand Treasury and the Westpac New Zealand Financial

Markets and Treasury Risk unit. Liquidity risk reports are

presented to Westpac New Zealand ALCO monthly and to

the Westpac New Zealand RISKCO and BRCC quarterly.

-Westpac New Zealand Treasury also maintains a contingent

funding plan that outlines the steps that should be taken by

Westpac New Zealand in the event of an emerging 'funding

crisis' The plan is aligned with Westpac New Zealand's

broader Liquidity Crisis Management Policy which is

approved by Westpac New Zealand BRCC.

-The NZ Branch funding and liquidity risk is measured and

managed in accordance with the policies and processes

defined in the Group BRiskC approved Liquidity Risk

Management Framework, which is part of the NZ Banking

Group’s Board-approved Risk Management Strategy.

-Responsibility for managing the NZ Branch liquidity and

funding positions in accordance with the Liquidity Risk

Management Framework is delegated to Group Treasury,

under the oversight of the Overseas Banking Group's ALCO

and Treasury Risk. Group BRiskC oversees the Overseas

Banking Group's ALCO with regards to the APRA APS 210

obligations.

-The Overseas Banking Group monitors the composition and

stability of its funding to allow it to remain within its funding

risk appetite. This includes compliance with both the

liquidity coverage ratio and net stable funding ratio.

Market risk

-The Market Risk Management Framework describes the

Overseas Banking Group’s approach to managing traded

and non-traded market risk and is approved by the Group

BRiskC. Westpac New Zealand operates its own Market Risk

Management Framework that is closely aligned with that of

the Overseas Banking Group. The Westpac New Zealand

Framework is approved by the Westpac New Zealand BRCC.

-Traded market risk includes interest rate, foreign exchange,

commodity, credit spread and volatility risks. Non-traded

market risk includes interest rate and foreign exchange

risks.

-The NZ Banking Group’s framework does not allow for

equity risk to be held.

-Market risk is managed using VaR limits, NaR and structural

risk limits (including credit spread and interest rate basis

point value limits) as well as scenario analysis and stress

testing.

-The Group BRiskC approves the risk appetite for traded and

non-traded risks through the use of VaR, NaR and specific

structural risk limits.

-The Overseas Banking Group’s RISKCO has approved

separate VaR sub-limits for the trading activities of the

Overseas Banking Group’s Financial Markets and Treasury

units.

-Market risk limits are assigned to business management

based upon the Overseas Banking Group’s risk appetite and

business strategies in addition to the consideration of

market liquidity and concentration of risks.

-Market risk positions are managed by the trading and

Treasury desks consistent with their delegated authorities

and the nature and scale of the market risks involved.

-Daily monitoring of current exposure and limit utilisation is

conducted independently by the Financial Markets and

Treasury Risk unit, which monitors market risk exposures

against VaR and structural risk limits. Oversight of risk

specific to the NZ Banking Group is performed by the

Financial Markets and Treasury Risk unit. Daily VaR position

reports are produced by risk type, by product lines and by

geographic region. Quarterly reports are produced for the

Overseas Banking Group’s MARCO, Overseas Banking

Group’s RISKCO and Group BRiskC.

-Daily stress testing and backtesting of VaR results are

performed to support model integrity and to analyse

extreme or unexpected movements. A review of the

potential profit and loss outcomes is also undertaken to

monitor any skew created by the historical data.

-The Group BRiskC has approved a framework for profit or

loss escalation which considers both single day and 20 day

cumulative results.

-Treasury’s ALM unit is responsible for managing the non-

traded interest rate risk including risk mitigation through

hedging using derivatives. This is overseen by the Financial

Markets and Treasury Risk unit and reviewed by the

Overseas Banking Group's MARCO, Overseas Banking

Group’s RISKCO and Group BRiskC.

Notes to the financial statements

72Westpac Banking Corporation - New Zealand Banking Group

Note 32 Risk management, funding and liquidity risk and market risk (continued)
Climate change risk

The NZ Banking Group recognises climate change as a major threat to our collective wellbeing and is committed to transparency and action

across its business to address climate change. While this is not a material financial risk as at 30 September 2024 (30 September 2023: not a

material financial risk), climate change risk is evolving and is expected to have a more significant impact on the NZ Banking Group’s material

financial risks in the future.

The two main sources of financial risks arising from climate change are physical risks and transition risks. Physical risks emanating from climate

change can be event-driven (acute) such as increased severity and frequency of extreme weather events (e.g., cyclones, droughts, floods, and

fires). They can also relate to longer-term shifts (chronic) in precipitation and temperature and increased variability in weather patterns or other

long-term changes such as sea level rise. Transition risks are risks associated with the transition to a lower-carbon global economy, the most

common of which relate to policy and legal actions, technology changes, market responses, and reputational considerations.

The NZ Banking Group seeks to understand the potential for climate-related transition and physical risks to impact its business, including their

possible impact on credit risk, regulatory and reporting obligations, and our reputation.

The NZ Banking Group has considered the impact of climate-related risks on its financial position and performance and while the effects of climate

change represent a source of uncertainty, the NZ Banking Group has concluded that climate-related risks do not have a material impact on the

judgements, assumptions and estimates for the year ended 30 September 2024 (30 September 2023: no material impact). Refer to Note 13.1 for

further information on how climate change risk is considered as part of credit risk.

32.2 Funding and liquidity risk

The NZ Banking Group aims to maintain a mix of retail and wholesale funding, with emphasis on the value of core funding consistent with the

principles inherent in BS13.

32.2.1 Liquidity modelling

Westpac New Zealand is subject to the conditions of BS13. The following metrics are calculated and reported on a daily basis by Westpac New

Zealand in accordance with BS13:

●the level of liquid assets held;

●the one-week mismatch ratio;

●the one-month mismatch ratio; and

●the one-year core funding ratio.

In addition, the Overseas Banking Group calculates the following liquidity ratios for Westpac New Zealand in accordance with the Overseas Bank’s

liquidity risk framework under APRA Prudential Standard APS 210 Liquidity:

●liquidity coverage ratio; and

●net stable funding ratio.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group73

Note 32 Risk management, funding and liquidity risk and market risk (continued)
32.2.2 Sources of funding

Sources of funding are regularly reviewed to maintain a wide diversification by currency, geography, product and term. Sources include, but are

not limited to:

●deposits;

●debt issues;

●loan capital;

●proceeds from sale of marketable securities;

●repurchase agreements with central banks;

●related entities;

●principal repayments on loans;

●interest income; and

●fees and commissions income.

Term Lending Facility and Funding for Lending Programme

From 26 May 2020 until the extended date of 28 July 2021, the Reserve Bank made available a Term Lending Facility (‘TLF’), to offer loans for a

maximum term of five years at the rate of the Official Cash Rate, with access to the funds linked to banks’ lending under the TLF Scheme. As at 30

September 2024, Westpac New Zealand has a balance of $42 million under the TLF (30 September 2023: $69 million).

On 11 November 2020, the Reserve Bank announced that additional stimulus would be provided through a Funding for Lending Programme (‘FLP’),

commencing in December 2020. The FLP provides funding to banks at the prevailing OCR for a term of three years, secured by high quality

collateral. The size of funding available under the FLP includes an initial allocation of 4% of each bank’s eligible loans (as defined by the Reserve

Bank). A conditional additional allocation of up to 2% of eligible loans is also available, subject to growth in eligible loans, for a total size of up to

6% of eligible loans. The FLP ran from 7 December 2020 to 6 June 2022 for the initial allocations and ended on 6 December 2022 for the additional

allocations. The FLP term sheet is available on the Reserve Bank’s website. As at 30 September 2024, Westpac New Zealand has a balance of

$2,981 million under the FLP (30 September 2023: $4,981 million).

Liquid assets

The following table shows the NZ Banking Group’s qualifying liquid assets held for the purpose of managing liquidity risk. These assets are eligible

for repurchase agreements with the Reserve Bank and are held in cash, government, local government and highly rated investment grade

securities. The level of liquid asset holdings is reviewed frequently and is consistent with regulatory, balance sheet and market condition

requirements.

NZ BANKING GROUP

$ millions2024

2023

Cash and balances with central banks

7,553

9,325

Interbank lending

-

4

Supranational securities

2,242

2,335

NZ Government securities

4,371

2,490

NZ public securities

2,765

3,059

NZ corporate securities

2,118

2,171

Available liquid assets 19,049

19,384

In addition, the NZ Banking Group has $8,203 million (30 September 2023: $6,161 million) of own originated loans that are self-securitised via the

Bank’s internal residential mortgage-backed securitisation programme. The AAA rated internal RMBS held are eligible for repurchase agreements

with the Reserve Bank under certain circumstances.

Notes to the financial statements

74Westpac Banking Corporation - New Zealand Banking Group

Note 32 Risk management, funding and liquidity risk and market risk (continued)
Concentration of funding

NZ BANKING GROUP

$ millions2024

2023

Funding consists of

Collateral received

198

614

Deposits and other borrowings

81,539

82,196

Other financial liabilities

1

3,484

5,897

Due to related entities

2

1,163

1,344

Debt issues

3

21,619

18,597

Loan capital

3,093

3,051

Total funding 111,096

111,699

Analysis of funding by geographical areas

3

New Zealand

85,986

89,441

Overseas

25,110

22,258

Total funding 111,096

111,699

Analysis of funding by industry sector

5

Accommodation, cafes and restaurants

325

319

Agriculture

1,183

1,383

Construction

1,909

2,160

Finance and insurance

4

40,527

41,479

Forestry and fishing

136

142

Government, administration and defence

3,486

3,579

Manufacturing

1,652

1,687

Mining

30

51

Property services and business services

6,707

6,759

Services

5,436

5,973

Trade

1,562

1,926

Transport and storage

972

909

Utilities

788

1,047

Households

41,093

39,282

Other

4

4,127

3,659

Subtotal 109,933

110,355

Due to related entities

2

1,163

1,344

Total funding 111,096

111,699

1

Other financial liabilities, as presented above, are in respect of securities sold under agreements to repurchase, securities sold short and interbank placements.

2

Amounts due to related entities, as presented above, are in respect of deposits and borrowings and exclude amounts which relate to derivative financial

instruments and other liabilities.

3

The geographic region used for debt issues is based on the nature of the debt programmes. The nature of the debt programmes is used as a proxy for the location

of the original purchaser.

4

Includes deposits from non-residents.

5

Comparatives have been revised to correctly reflect the split of funding by industry sector. The restatement of 2023 comparative results in a $2,771 million increase

in "Households" and a corresponding decrease in other industry sectors.

ANZSIC has been used as the basis for disclosing industry sectors.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group75

Note 32 Risk management, funding and liquidity risk and market risk (continued)
32.2.3 Assets pledged as collateral

The NZ Banking Group is required to provide collateral to other financial institutions, as part of standard terms, to secure liabilities. In addition to

assets supporting the Covered Bond Programme disclosed in Note 29, the carrying value of these financial assets pledged as collateral is:

NZ BANKING GROUP

$ millions2024

2023

Cash

244

62

Securities pledged as collateral for derivative contracts:

Investment securities

166

77

Securities pledged under repurchase agreements:

Trading securities and financial assets measured at FVIS

1

121

73

Investment securities

2

-

44

Residential mortgage-backed securities

3

4,039

6,469

Total amount pledged to secure liabilities (excluding Covered Bond Programme) 4,570

6,725

1

As at 30 September 2024, $10 million of trading securities were pledged as collateral to the Sydney Branch of the Overseas Bank with the repurchase amount

recorded within due to related entities on the balance sheet (30 September 2023: nil) and $111 million of trading securities were pledged to third parties with the

repurchase amount recorded within other financial liabilities on the balance sheet (30 September 2023: $73 million).

2

As at 30 September 2024, no investment securities were pledged as collateral to related entities or third parties (30 September 2023: $44 million were pledged as

collateral to third parties with the repurchase amount recorded within other financial liabilities on the balance sheet).

3

As at 30 September 2024, the NZ Banking Group has undertaken repurchase agreements with the Reserve Bank, under the FLP and TLF, using RMBS. For the FLP,

the repurchase cash amount as at 30 September 2024 is $2,981 million (30 September 2023: $4,981 million), which is recorded within other financial liabilities on the

balance sheet, with underlying securities to the value of $3,989 million provided under the arrangement (30 September 2023: $6,387 million). For the TLF, the

repurchase cash amount at 30 September 2024 is $42 million (30 September 2023: $69 million), which is recorded within other financial liabilities on the balance

sheet, with underlying securities to the value of $50 million provided under the arrangement (30 September 2023: $82 million).

32.2.4 Contractual maturity of financial liabilities

The following table presents cash flows associated with financial liabilities, payable at the balance sheet date, by remaining contractual maturity.

The amounts disclosed in the table are the future contractual undiscounted cash flows, whereas the NZ Banking Group manages inherent liquidity

risk based on expected cash flows.

Cash flows associated with these financial liabilities include both principal payments as well as fixed or variable interest payments incorporated

into the relevant coupon period. Principal payments reflect the earliest contractual maturity date. Derivative financial instruments designated in

hedge accounting relationships and used as economic hedges are expected to be held for their remaining contractual lives, and reflect gross cash

flows over the remaining contractual term.

Derivatives held for trading (excluding economic hedges) and certain liabilities classified in “Other financial liabilities” which are measured at FVIS

are not managed for liquidity purposes on the basis of their contractual maturity, and accordingly these liabilities are presented in the up to 1

month column. Only the liabilities that the NZ Banking Group manages based on their contractual maturity are presented on a contractual

undiscounted basis in the following table.

Notes to the financial statements

76Westpac Banking Corporation - New Zealand Banking Group

Note 32 Risk management, funding and liquidity risk and market risk (continued)
NZ BANKING GROUP

2024

$ millions

On

Demand

Up to 1

Month

Over 1

Month

and Up to

3 Months

Over 3

Months

and Up to

1 Year

Over 1 and

Up to 5

Years

Over 5

YearsTotal

Financial liabilities

Collateral received

- 198 - - - - 198

Deposits and other borrowings

40,682 6,687 10,847 22,399 2,378 - 82,993

Other financial liabilities

824 122 416 2,213 1,359 2 4,936

Derivative financial instruments:

Held for trading

3,807 - - - - - 3,807

Held for hedging purposes (net settled)

- (62) 157 210 444 16 765

Held for hedging purposes (gross settled):

Cash outflow

- 761 1,987 8,484 24,969 2,472 38,673

Cash inflow

- (361) (1,216) (8,355) (24,670) (2,402) (37,004)

Due to related entities:

Non-derivative balances

1,177 11 - - 5 - 1,193

Derivative financial instruments:

Held for trading

1,326 12 34 4 - - 1,376

Held for hedging purposes (net settled)

- - 2 1 3 1 7

Held for hedging purposes (gross settled):

Cash outflow

- 618 (312) (2,100) (7,036) - (8,830)

Cash inflow

- (595) 362 2,202 7,563 - 9,532

Debt issues

- 22 932 4,399 17,892 367 23,612

Loan capital

- - 19 58 299 3,421 3,797

Total undiscounted financial liabilities 47,816 7,413 13,228 29,515 23,206 3,877 125,055

Total contingent liabilities and commitments

Letters of credit and guarantees

1,171 - - - - - 1,171

Commitments to extend credit

27,191 - - - - - 27,191

Total undiscounted contingent liabilities and

commitments

28,362 - - - - - 28,362

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group77

Note 32 Risk management, funding and liquidity risk and market risk (continued)
NZ BANKING GROUP

2023

$ millions

On

Demand

Up to 1

Month

Over 1

Month and

Up to 3

Months

Over 3

Months

and Up to 1

Year

Over 1 and

Up to 5

Years

Over 5

YearsTotal

Financial liabilities

Collateral received

- 614 - - - - 614

Deposits and other borrowings

39,788 7,257 12,709 21,808 2,014 - 83,576

Other financial liabilities

277 216 691 2,305 3,525 3 7,017

Derivative financial instruments:

Held for trading

1

3,481 - - - - - 3,481

Held for hedging purposes (net settled)

1

- 54 188 66 364 7 679

Held for hedging purposes (gross settled):

Cash outflow

1

- 100 1,336 5,980 14,884 1,853 24,153

Cash inflow

1

- (27) (1,107) (5,670) (14,161) (1,801) (22,766)

Due to related entities:

Non-derivative balances

1,348 - - - 18 - 1,366

Derivative financial instruments:

Held for trading

1

1,743 - - - - - 1,743

Held for hedging purposes (net settled)

1

- - 2 3 7 1 13

Held for hedging purposes (gross settled):

Cash outflow

1

- 703 387 4,900 12,372 109 18,471

Cash inflow

1

- (619) (357) (4,431) (11,456) (101) (16,964)

Debt issues

- 354 729 5,584 13,691 484 20,842

Loan capital

- - 19 58 304 3,704 4,085

Total undiscounted financial liabilities

46,637 8,652 14,597 30,603 21,562 4,259 126,310

Total contingent liabilities and commitments

Letters of credit and guarantees

1,015 - - - - - 1,015

Commitments to extend credit

27,869 - - - - - 27,869

Total undiscounted contingent liabilities and

commitments

28,884 - - - - - 28,884

1

In 2024, the methodology for the contractual maturity disclosure was revised so that held for hedging derivatives (net and gross settled) include both derivatives in

hedge accounting relationships as well as derivatives which are considered economic hedges and used in our ALM activities but which are not designated into a

hedge accounting relationship as this better reflects how these derivatives are managed. Previously, only hedge accounting derivatives were included in these lines.

Comparatives have been revised to align to current year presentation.

Notes to the financial statements

78Westpac Banking Corporation - New Zealand Banking Group

Note 32 Risk management, funding and liquidity risk and market risk (continued)
32.2.5 Expected maturity

The following table presents the balance sheet based on expected maturity dates. The liability balances in the following table will not agree to the

contractual maturity tables due to the analysis below being based on expected rather than contractual maturities, the impact of discounting and

the exclusion of interest accruals beyond the reporting period. Deposits are presented in the following table on a contractual basis, however as

part of our normal banking operations, the NZ Banking Group expects a large proportion of these balances to be retained.

NZ BANKING GROUP

2024

2023

$ millions

Due within

12 months

Greater than

12 monthsTotal

Due within

12 months

Greater than

12 monthsTotal

Assets

Cash and balances with central banks

7,553 - 7,553

9,325 - 9,325

Collateral paid

244 - 244

62 - 62

Trading securities and financial assets measured

at FVIS

4,092 1,631 5,723

4,021 986 5,007

Derivative financial instruments

2,812 831 3,643

4,207 1,287 5,494

Investment securities

922 6,613 7,535

1,475 5,176 6,651

Loans

12,649 89,814 102,463

15,892 83,819 99,711

Due from related entities

3,023 406 3,429

4,470 18 4,488

All other assets

1,467 1,444 2,911

663 1,397 2,060

Total assets 32,762 100,739 133,501

40,115 92,683 132,798

Liabilities

Collateral received

198 - 198

614 - 614

Deposits and other borrowings

79,341 2,198 81,539

80,346 1,850 82,196

Derivative financial instruments

4,431 1,501 5,932

3,673 1,185 4,858

Due to related entities

2,689 548 3,237

3,560 1,106 4,666

Debt issues

4,774 16,845 21,619

6,166 12,431 18,597

Loan capital

- 3,093 3,093

- 3,051 3,051

All other liabilities

4,652 1,537 6,189

4,558 3,429 7,987

Total liabilities 96,085 25,722 121,807

98,917 23,052 121,969

32.3 Market risk

32.3.1 VaR

The NZ Banking Group uses VaR as one of the mechanisms for controlling both traded and non-traded market risk.

VaR is a statistical estimate of the potential loss in earnings over a specified period of time and to a given level of confidence based on historical

market movements. The confidence level indicates the probability that the loss will not exceed the VaR estimate on any given day.

VaR seeks to take account of all material market variables that may cause a change in the value of the portfolio, including interest rates, FX rates,

price changes, volatility and the correlations between these variables. Daily monitoring of current exposures and VaR and structural limit

utilisation is conducted independently by the Financial Markets and Treasury Risk unit. These limits are supplemented by escalation triggers for

material profit or loss, and stress testing of risks beyond the 99% confidence interval.

The key parameters of VaR are:

Holding period1 day

Confidence level99%

Period of historical data used1 year

32.3.2 Traded market risk

The NZ Banking Group’s exposure to traded market risk arises out of its FM and Treasury trading activities. The FM trading book activity represents

dealings that encompass book running and distribution activity. The types of market risk arising from FM trading activity include interest rate risk,

foreign exchange risk, credit spread risk and volatility risk.

Treasury’s trading activity represents dealings that include the management of interest rate, foreign exchange and credit spread risks associated

with the wholesale funding task, liquid asset portfolios and foreign exchange repatriations.

The table below depicts the aggregate VaR, by risk type, for the year ended 30 September:

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group79

Note 32 Risk management, funding and liquidity risk and market risk (continued)
NZ BANKING GROUP

2024

2023

$ millionsAs at

Maximum

Exposure

Minimum

Exposure

Average

Exposure

As at

Maximum

Exposure

Minimum

Exposure

Average

Exposure

Interest rate risk

2.5 6.1 1.6 3.2

3.5 7.1 2.2 3.6

FX risk

2.3 2.6 - 0.9

0.5 1.3 0.2 0.6

Price risk

0.4 1.5 0.2 0.7

1.0 2.1 0.2 0.8

Volatility risk

- - - -

- - - -

Net market risk

3.6 6.3 1.7 3.3

3.3 7.5 2.6 3.8

32.3.3 Non-traded market risk

Non-traded market risk includes IRRBB – the risk to interest income from a mismatch between the duration of assets and liabilities that arises in

the normal course of business activities.

NII sensitivity is managed in terms of the NaR. A simulation model is used to calculate the NZ Banking Group’s potential NaR. This combines the

underlying balance sheet data with assumptions about run off and new business, expected repricing behaviour and changes in wholesale market

interest rates.

To provide a series of potential future NII outcomes, simulations use a range of interest rate scenarios over one to three year time horizons. This

includes 100 and 200 basis point shifts up and down from the current market yield curves in Australia and New Zealand. Additional stressed

interest rate scenarios are also considered and modelled.

A comparison between the NII outcomes from these modelled scenarios indicates the sensitivity to interest rate changes.

Net interest income-at-Risk

The following table depicts potential NII outcomes assuming a worst case 100 basis point rate shock (up and down) with a 12 month time horizon

(expressed as a percentage of reported NII):

NZ BANKING GROUP

2024

2023

% (increase)/decrease in NIIAs at

Maximum

Exposure

Minimum

Exposure

Average

Exposure

As at

Maximum

Exposure

Minimum

Exposure

Average

Exposure

NaR

3.57 4.07 2.42 3.36

2.83 2.83 0.58 1.67

VaR – IRRBB

1

The table below depicts VaR for IRRBB:

NZ BANKING GROUP

2024

2023

$ millionsAs at

Maximum

Exposure

Minimum

Exposure

Average

Exposure

As at

Maximum

Exposure

Minimum

Exposure

Average

Exposure

Interest rate risk

0.5 4.3 0.4 1.8

0.6 3.5 0.3 1.5

1

IRRBB VaR includes interest rate risk and other basis risks used for internal management purposes.

Risk mitigation

IRRBB stems from the ordinary course of banking activities, including structural interest rate risk (the mismatch between the duration of assets

and liabilities) and capital management.

The NZ Banking Group hedges its exposure to such interest rate risk using derivatives. Further details on the NZ Banking Group’s use of hedge

accounting are discussed in Note 24.

The same controls as used to monitor traded market risk allow management to continuously monitor and manage IRRBB.

Foreign currency exposures

The net open position in each foreign currency, detailed in the table below, represents the net on-balance sheet assets and liabilities in that

foreign currency aggregated with the net expected future cash flows from off-balance sheet purchases and sales from foreign exchange

transactions in that foreign currency. Amounts are stated in New Zealand dollar equivalents translated using year end spot foreign exchange rates.

NZ BANKING GROUP

$ millions2024

2023

Receivable/(payable)

Australian dollar

8

11

US dollar

7

(1)

Notes to the financial statements

80Westpac Banking Corporation - New Zealand Banking Group

Note 33 Notes to the statement of cash flows
Accounting policy

Cash and cash equivalents include cash held at branches and in ATMs, balances with overseas banks in their local currency, balances with

central banks and balances with other financial institutions.

Cash and cash equivalents

NZ BANKING GROUP

$ millions2024

2023

Cash and cash equivalents comprise:

Cash and balances with central banks:

Cash on hand

277

294

Balances with central banks

7,276

9,031

Total cash and balances with central banks 7,553

9,325

Interbank lending classified as cash and cash equivalents

1

-

4

Amounts due from related entities classified as cash and cash equivalents

2

708

2,662

Cash and cash equivalents at end of the year 8,261

11,991

1

Included in other financial assets on the balance sheet.

2

Comparatives have been revised to align to the current year presentation of cash held with related entities as cash and cash equivalents, resulting in a $2,662

million increase in total cash and cash equivalents at end of the year.

Reconciliation of net cash provided by/(used in) operating activities to Profit after income tax expense

NZ BANKING GROUP

$ millions2024

2023

Profit after income tax expense

1,253

1,184

Adjustments:

Impairment charges/(benefits)

27

135

Computer software amortisation costs

113

60

Depreciation

99

82

(Gain)/loss from hedging ineffectiveness

9

-

Movement in accrued interest receivable

(41)

(89)

Movement in accrued interest payable

112

595

Movement in current and deferred tax

(61)

93

Proceeds from disposal of a controlled entity

-

-

Share-based payments

4

3

Other non-cash items

1

(163)

130

Cash flows from operating activities before changes in operating assets and liabilities 1,352

2,193

Movement in collateral paid

(182)

25

Movement in trading securities and financial assets measured at FVIS

(709)

(1,418)

Movement in loans

(2,519)

(2,167)

Movement in other financial assets

(125)

30

Movement in due from related entities

1

53

(32)

Movement in other assets

(6)

(2)

Movement in collateral received

(416)

(110)

Movement in deposits and other borrowings

(649)

1,348

Movement in other financial liabilities

(2,298)

953

Movement in due to related entities

(84)

62

Movement in other liabilities

2

10

Net movement in external and related entity derivative financial instruments

251

818

Net cash provided by/(used in) operating activities (5,330)

1,710

1

Comparatives have been revised to align to the current year presentation of cash held with related entities as cash and cash equivalents, resulting in a $123 million

decrease in movement in due from related entities. Comparatives have also been revised to present the impact of foreign exchange on cash and cash equivalents,

resulting in a $137 million increase in net movement in external and related entity derivative financial instruments.

Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group81

This section contains the additional disclosures required by the Order.
i. General information (Unaudited)

Overseas Bank

The Overseas Bank's principal office and address for service of process is Level 18, Westpac Place, 275 Kent Street, Sydney, New South Wales

2000, Australia.

Limits on material financial support by the Overseas Bank

APRA requires that the ELE of the Overseas Bank limit its non-equity exposures to New Zealand banking subsidiaries to 5% of the Overseas Bank’s

Level 1 Tier 1 capital, as part of an initiative to reduce Australian bank non-equity exposure to their respective New Zealand banking subsidiaries

and branches.

The ELE consists of the Overseas Bank and its subsidiary entities that have been approved by APRA to be included in the ELE for the purposes of

measuring capital adequacy.

Exposures for the purposes of this limit include all committed, non-intraday, non-equity exposures including derivatives and off-balance sheet

exposures. For the purposes of assessing this exposure, the 5% limit excludes equity investments and holdings of capital instruments in New

Zealand banking subsidiaries.

While the limit and associated conditions do not apply to the ELE’s non-equity exposures to the NZ Branch (which is within the ELE), the limit and

associated conditions do apply to the NZ Branch’s non-equity exposures to the rest of the NZ Banking Group other than Westpac New Zealand

Group Limited. As at 30 September 2024, the ELE’s non-equity exposures to New Zealand banking subsidiaries affected by the limit were below

5% of Level 1 Tier 1 capital of the Overseas Bank.

APRA has also confirmed the terms on which the Overseas Bank ‘may provide contingent funding support to a New Zealand banking subsidiary

during times of financial stress’. APRA has confirmed that, at this time, only covered bonds meet its criteria for contingent funding arrangements.

Ranking of local creditors in liquidation

There are material legislative restrictions in Australia (being the Overseas Bank’s country of incorporation) which subordinate the claims of certain

classes of unsecured creditors of the NZ Branch on the assets of the Overseas Bank (including a claim made or proved in an insolvent winding-up

or liquidation of the Overseas Bank) to those of other classes of unsecured creditors of the Overseas Bank.

The legislation described below is relevant to limitations on possible claims made by unsecured creditors of the NZ Branch (together with all other

senior unsecured creditors of the Overseas Bank) and New Zealand depositors on the assets of the Overseas Bank (including a claim made or

proved in an insolvent winding-up or liquidation of the Overseas Bank) relative to those of certain other classes of unsecured creditors of the

Overseas Bank.

Section 13A(3) of the Banking Act 1959 (Commonwealth of Australia) (‘Australian Banking Act’) provides that if an ADI becomes unable to meet

its obligations or suspends payment, the assets of the ADI in Australia are to be available to satisfy the liabilities of the ADI in the following order:

•first, certain obligations of the ADI to APRA (if any) arising under Division 2AA of Part II of the Australian Banking Act in respect of amounts

payable by APRA to holders of ‘protected accounts’ (as defined in the Australian Banking Act) as part of the FCS for the Australian

Government guarantee of ‘protected accounts’ (including most deposits) up to A$250,000 per account holder in the winding-up of the ADI;

•second, APRA’s costs (if any) in exercising its powers and performing its functions relating to the ADI in connection with the FCS;

•third, the ADI’s liabilities (if any) in Australia in relation to ‘protected accounts’ that account-holders keep with the ADI. ‘Protected accounts’

do not include accounts kept at a foreign branch of an ADI;

•fourth, the ADI’s debts (if any) to the Reserve Bank of Australia;

•fifth, the ADI’s liabilities (if any) under an emergency financial ‘industry support contract’ that is certified by APRA in accordance with the

Australian Banking Act; and

•sixth, the ADI’s other liabilities (if any) in the order of their priority apart from the above.

Section 13A(3) of the Australian Banking Act affects all unsecured liabilities of the NZ Branch, which, as at 30 September 2024, amounted to

$13,292 million (30 September 2023: $15,279 million).

Section 13A(4) of the Australian Banking Act also provides that it is an offence for an ADI not to hold assets (other than goodwill and any assets or

other amount excluded by the prudential standards) in Australia of a value that is equal to or greater than the total amount of its deposit liabilities

in Australia, unless APRA has authorised the ADI to hold assets of a lesser value. During the year ended 30 September 2024, the Overseas Bank has

at all times held assets (other than goodwill) in Australia of not less than the value of the Overseas Bank’s total deposit liabilities in Australia.

Under section 16 of the Australian Banking Act, on the winding-up of an ADI, APRA’s cost of being in control of an ADI’s business, or having an

administrator in control of an ADI’s business, is a debt due to APRA. Debts due to APRA shall have, subject to section 13A(3) of the Australian

Banking Act, priority over all other unsecured debts of that ADI.

The requirements of the above provisions have the potential to impact on the management of the liquidity of the New Zealand business of the

Overseas Bank.

Registered bank disclosures

82Westpac Banking Corporation - New Zealand Banking Group

i. General information (Unaudited) (continued)
Guarantee arrangements

No material obligations of the Overseas Bank that relate to the NZ Branch are guaranteed as at the date the Directors and the Chief Executive

Officer, NZ Branch signed this Disclosure Statement.

Directorate

The Directors of the Overseas Bank at the time this Disclosure Statement was signed were:

Name: Steven Gregg, BCom

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: No

Independent Director: Yes

External Directorships: Chairman of Ampol Limited and Unisson Disability Limited

and a Director of William Inglis & Son Limited.

Name: Peter King, BEc, FCA

Non-executive: No

Country of Residence: Australia

Primary Occupation: Managing Director & Chief

Executive Officer

Secondary Occupations: Director

Board Audit Committee Member: No

Independent Director: No

External Directorships: Director of Australian Banking Association Incorporated,

Institute of International Finance, The Financial Markets Foundation for Children and

Jawun.

Name: Tim Burroughs, MA (Hons), B Psy (Hons), FCA,

FAICD

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: No

Independent Director: Yes

External Directorships: Nil

Name: Nerida Caesar, BCom, MBA, GAICD

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: Yes

Independent Director: Yes

External Directorships: Co-Chair of Workplace Giving Australia Limited, Director

of GOOD2GIVE, GOOD2GIVE Research and Technology Ltd, NBN Co Limited,

CreditorWatch Pty Limited and O’Connell Street Associates Pty Limited.

Name: Audette Exel AO, BA, LLB (Hons)

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: Yes

Independent Director: Yes

External Directorships: Founder and Chair of Adara Development Australia, Adara

Development USA, Adara Development Bermuda, Adara Development UK and Adara

Development Uganda. CEO and Director of Adara Advisors Pty Limited and Adara

Partners (Australia) Pty Limited.

Registered bank disclosures

Westpac Banking Corporation - New Zealand Banking Group83

i. General information (Unaudited) (continued)
Name: Andy Maguire BA, BAI

Non-executive: Yes

Country of Residence: United Kingdom

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: No

Independent Director: Yes

External Directorships: Chairman of Thought Machine Group and a Director of AIB

Group plc, Allied Irish Banks and AIB Mortgage Bank.

Name: Peter Nash, BCom, FCA, F Fin

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: Yes, Chairman

Independent Director: Yes

External Directorships: Chairman of Johns Lyng Group Limited. Director of ASX

Limited, Mirvac Limited, Mirvac Funds Limited and General Sir John Monash

Foundation. Board member of Migration Council Australia.

Name: Margaret Seale, BA, FAICD

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: No

Independent Director: Yes

External Directorships: Director of Scentre Group Limited, Scentre Management

Limited, RE1 Limited, RE2 Limited, Jana Investment Advisers Pty Ltd, Pinchgut Opera

Limited, Seaborn Broughton & Walford Pty Limited and Westpac Scholars Limited.

Name: Michael Ullmer AO, BSc, FAICD, FCA, SF Fin

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: Yes

Independent Director: Yes

External Directorships: Chairman of Lendlease Corporation Limited, Director of

Lendlease Responsible Entity Limited and Member of the National Gallery of Victoria

Foundation Board.

Changes to Directorate

There have been changes in the composition of the Board of Directors of the Overseas Bank since 30 September 2023, as follows:

●Steven Gregg was appointed as a Non-executive Director and Chairman-Elect of the Overseas Bank on 7 November 2023 and succeeded

John McFarlane as Chairman at the conclusion of the 2023 Annual General Meeting, held on 14 December 2023.

●John McFarlane, the Chairman and a Non-executive Director of the Overseas Bank retired from the Board at the conclusion of the 2023

Annual General Meeting.

●Chris Lynch, a Non-executive Director of the Overseas Bank retired from the Board at the conclusion of the 2023 Annual General Meeting.

●Andy Maguire was appointed as a Non-executive Director of the Overseas Bank on 15 July 2024.

●Nora Scheinkestel, a Non-executive Director of the Overseas Bank retired from the Board on 6 November 2024.

Chief Executive Officer, NZ Branch

Name: Christopher James Leuschke, BCom

Country of Residence: New Zealand

Primary Occupation: Chief Executive Officer, NZ Branch

Secondary Occupations: Head of Financial Markets, NZ Branch; Director

External Directorships: Director of Glue Guru International Limited, Glue Guru Australia Pty Limited, PPC Foiling Limited, and Traffic New

Zealand Limited

Registered bank disclosures

84Westpac Banking Corporation - New Zealand Banking Group

i. General information (Unaudited) (continued)
Responsible person

All the Directors named above have authorised in writing Catherine McGrath, Chief Executive Officer, Westpac New Zealand to sign this Disclosure

Statement on the Directors’ behalf in accordance with section 82 of the BPS Act.

Name: Catherine Anne McGrath, LLB, BCom

Country of Residence: New Zealand

Primary Occupation: Chief Executive, Westpac New Zealand

Secondary Occupations: Director

Address for communications

All communications may be sent to the Directors, the Chief Executive Officer, NZ Branch and the Responsible Person at the head office of the NZ

Branch located at Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand.

Board Audit Committee

There is a Board Audit Committee that covers audit matters, comprising of four members, all of whom are independent directors.

Conflicts of Interest Policy

The Board has a procedure designed to ensure that conflicts and potential conflicts of interest between the Directors’ duty to the Overseas Bank

and their personal, professional or business interests are avoided or dealt with. Each Director must:

i.give notice to the Board of any direct or indirect interest in any contract, proposed contract or other matter with the Overseas Bank as

soon as practicable after the relevant facts have come to that Director’s knowledge. Alternatively, a Director may give to the Board a

general notice to the effect that the Director is to be regarded as interested in any present or prospective contract or other matter

between the Overseas Bank and a person or persons specified in that notice; and

ii.in relation to any matter that is to be considered at a Directors’ meeting in which that Director has a material personal interest, not vote

on the matter nor be present while the matter is being considered at the meeting (unless the remaining Directors have previously

resolved to the contrary).

Transactions with directors

There is no transaction any Director or the Chief Executive Officer, NZ Branch, or any immediate relative or close business associate of any

Director or the Chief Executive Officer, NZ Branch, has with any member of the NZ Banking Group, that:

●Has been entered into on terms other than those which would, in the ordinary course of business of the NZ Banking Group be given to any

other person of like circumstances or means; or

●Could otherwise be reasonably likely to influence materially the exercise of that Director’s or the Chief Executive Officer, NZ Branch’s duties.

Auditor

PricewaterhouseCoopers

PwC Tower, Level 27

15 Customs Street West

Auckland, New Zealand

Registered bank disclosures

Westpac Banking Corporation - New Zealand Banking Group85

i. General information (Unaudited) (continued)
Pending proceedings or arbitration

Except as listed below there are no pending legal proceedings or arbitration concerning any member of the Overseas Banking Group or the NZ

Banking Group that may have a material adverse effect on the Overseas Bank or the NZ Banking Group.

The Overseas Bank is defending a class action proceeding which was commenced in December 2019 in the Federal Court of Australia on behalf of

certain investors who acquired an interest in the Overseas Bank's securities between 16 December 2013 and 19 November 2019. The proceeding

involves allegations relating to market disclosure issues connected to the Overseas Bank’s monitoring of financial crime over the relevant period

and matters which were the subject of the AUSTRAC civil proceedings. The damages sought on behalf of members of the class have not yet been

specified. However, in the course of a procedural hearing in August 2022, the applicant indicated that a preliminary estimate of the losses that

may be alleged in respect of a subset of potential group members exceeded $1 billion. While it remains unclear how the applicant will ultimately

formulate their estimate of alleged damages claimed on behalf of group members, it is possible that the claim may be higher (or lower) than the

amount referred to above. Given the time period and the nature of the claims alleged to be in question, along with the reduction in the Overseas

Bank's market capitalisation at the time of the commencement of the AUSTRAC civil proceedings, it is likely that any total alleged damages (when,

and if, ultimately articulated by the applicant) will be significant. The Overseas Bank continues to deny both that its disclosure was inappropriate

and, as such, that any group member has incurred damage. The matter has not yet been set down for a hearing.

The Overseas Bank includes details of other legal proceedings in its financial statements.

Credit ratings

The Overseas Bank has the following credit ratings with respect to its long-term senior unsecured obligations, including obligations payable in

New Zealand in New Zealand dollars, as at the date the Directors and the Chief Executive Officer, NZ Branch signed this Disclosure Statement:

Rating AgencyCurrent Credit RatingRating Outlook

Fitch RatingsAA-Stable

Moody's Investors Services

Aa2Stable

S&P Global RatingsAA-Stable

On 6 March 2024, Moody's Investors Services upgraded the Overseas Bank's credit rating to Aa2. The ratings action resulted from the application

of Moody's Investors Service's Advance Loss Given Failure analysis. On 26 May 2024, Fitch upgraded the Overseas Bank's credit rating to AA-

reflecting the build-up of buffers by the bank through existing capital instruments to meet APRA's loss-absorbing capacity requirements. The

Overseas Bank's credit rating assigned by S&P has remained unchanged during the two years immediately preceding the signing date.

Descriptions of credit rating scales

1

Fitch RatingsMoody's

S&P Global

Ratings

The following grades display investment grade characteristics:

Capacity to meet financial commitments is extremely strong. This is the highest issuer

credit rating

AAAAaaAAA

Very strong capacity to meet financial commitmentsAAAaAA

Strong capacity to meet financial commitments although somewhat susceptible to adverse

changes in economic, business or financial conditions

AAA

Adequate capacity to meet financial commitments, but adverse business or economic

conditions are more likely to impair this capacity

BBBBaaBBB

The following grades have predominantly speculative characteristics:

Significant ongoing uncertainties exist which could affect the capacity to meet financial

commitments on a timely basis

BBBaBB

Greater vulnerability and therefore greater likelihood of defaultBBB

Likelihood of default now considered a real possibility. Capacity to meet financial

commitments is dependent on favourable business, economic and financial conditions

CCCCaaCCC

Highest risk of defaultCC to CCaCC

Obligations currently in defaultRD to DCSD to D

1

This is a general description of the rating categories based on information published by Fitch, Moody's and S&P.

The rating scales for long-term ratings issued by S&P and Fitch range from AAA to D. S&P’s and Fitch’s credit ratings may be modified by the

addition of a plus or minus sign to show the relative standing within the major rating categories. The rating scale for long-term ratings assigned by

Moody's range from Aaa to C. Moody's applies numeric modifiers of 1, 2, and 3 to show the relative standing within the major rating categories with

1 indicating the higher end of the category and 3 indicating the lower end.

Registered bank disclosures

86Westpac Banking Corporation - New Zealand Banking Group

i. General information (Unaudited) (continued)
Historical summary of financial statements

NZ BANKING GROUP

$ millions2024

2023202220212020

Income statement

Interest income

7,793

6,496 3,824 3,041 3,596

Interest expense

(4,864)

(3,658) (1,486) (983) (1,703)

Net interest income 2,929

2,838 2,338 2,058 1,893

Non-interest income

264

298 584 492 460

Net operating income

3,193

3,136 2,922 2,550 2,353

Operating expenses

(1,427)

(1,353) (1,186) (1,160) (1,082)

Impairment (charges)/benefits

(27)

(135) 27 84 (320)

Profit before income tax expense 1,739

1,648 1,763 1,474 951

Income tax expense

(486)

(464) (465) (417) (270)

Profit after income tax expense 1,253

1,184 1,298 1,057 681

Dividends paid on ordinary share capital (598)

(619) (6,896) (265) (346)

Balance sheet

Total assets

133,501

132,798 135,780 119,848 113,196

Total individually impaired assets

191

62 60 109 137

Total liabilities

121,807

121,969 125,476 109,644 104,151

Total head office account

2,898

2,772 2,624 2,487 2,378

Total equity

11,694

10,829 10,304 10,204 9,045

The amounts for the years ended 30 September have been extracted from the audited financial statements of the NZ Banking Group.

Other material matters

Technology programme

Westpac New Zealand has committed to the Reserve Bank, APRA and Financial Markets Authority to address various technology issues. Material

progress has been made in addressing these technology issues including improving system resilience. Westpac New Zealand is undertaking

further work to meet its expectations and those of the regulators.

Reserve Bank review of overseas bank branches

On 21 August 2024, the Reserve Bank released the proposed Branch Standard under the Deposit Takers Act 2023 which will implement decisions

made as part of the review of its policy for branches of overseas banks. The proposed Branch Standard will require that overseas bank branches

only conduct business with wholesale clients; the total size of an overseas bank's branch cannot exceed NZ$15 billion in total assets; and dual-

operating branches (such as the NZ Branch) only conduct business with “large” corporate and institutional clients.

It is proposed that “large” means those with consolidated annual turnover of over NZ$50 million, total assets of over NZ$75 million or total assets

under management of over NZ$1 billion (for funds management entities only). The implementation date is expected to be in July 2028.

The NZ Branch currently provides financial markets, trade finance and international payment products and services to customers referred by

Westpac New Zealand. We expect the Reserve Bank's Branch Standard will require changes to the activities the NZ Branch undertakes and as a

result, Westpac New Zealand may also make changes to the scope of activities it undertakes.

Overseas Bank and APRA enforceable undertaking on risk governance remediation, Integrated Plan and CORE program

In December 2023, the Overseas Bank completed the Integrated Plan (IP) required under the enforceable undertaking (EU) entered into with APRA

in December 2020 in relation to the Overseas Bank’s risk governance remediation and supporting the strengthening of the Overseas Bank’s risk

governance, accountability, and culture. In its final report issued 30 April 2024, the Independent Reviewer (Promontory Australia) confirmed that

the Overseas Bank has successfully completed the IP. Promontory Australia’s final report, along with reports issued previously, are available on the

Overseas Bank’s website at www.westpac.com.au/about-westpac/media/core. The Overseas Bank is continuing to focus on the sustainability and

effectiveness of the uplift delivered by the IP through a transition phase in 2024.

External auditor rotation

On 8 March 2024, the Overseas Bank announced that KPMG was the preferred firm to be appointed as its external auditor for the 2025 financial

year, beginning 1 October 2024. This appointment is subject to the approval of the Overseas Bank’s shareholders at the 2024 Annual General

Meeting.

Registered bank disclosures

Westpac Banking Corporation - New Zealand Banking Group87

i. General information (Unaudited) (continued)
APRA Discussion Paper on Replacement of Additional Tier 1 Capital

On 10 September 2024, APRA released a discussion paper titled "A more effective capital framework for a crisis" (APRA Discussion Paper) outlining

potential amendments to APRA's prudential framework and seeking feedback on a proposal for banks to phase out AT1 capital and replace it with

greater amounts of Tier 2 capital and Common Equity Tier 1 (CET1) capital. The APRA Discussion Paper follows APRA's September 2023 discussion

paper relating to improving the effectiveness of AT1 capital instruments.

APRA’s proposed approach (applicable to large, internationally active banks such as the Overseas Bank) would replace the existing 1.5% AT1

capital with 0.25% CET1 and 1.25% Tier 2 capital, which would see the total minimum CET1 requirement (including regulatory buffers) increase

from 10.25% to 10.50%. This includes increasing the minimum CET1 requirement from 4.5% to 6.0%, but offsetting this increase by removing the

Advanced portion of the capital conservation buffer (CCB) of 1.25% in order to maintain a minimum Tier 1 capital ratio of 6.0% and a minimum

2.5% CCB in line with the Basel minimum standards.

The proposed changes, if implemented as set out in the APRA Discussion Paper, would commence from 1 January 2027. In addition, from this date

existing AT1 instruments would be eligible to be included as Tier 2 capital, until their first scheduled call date. All existing AT1 instruments (issued

by any Australian bank) would reach their first scheduled call date by 2032 at the latest.

APRA is seeking feedback on the APRA Discussion Paper by 8 November 2024 and intends to provide an update on the consultation process in late

2024 and formally consult on any proposed amendments to APRA’s prudential framework in 2025.

Disclosure statements of the NZ Banking Group and the financial statements of the Overseas Bank and the Overseas

Banking Group

Disclosure Statements of the NZ Banking Group for the last five years are available, free of charge, at the internet address www.westpac.co.nz. A

printed copy will also be made available, free of charge, upon request.

The most recently published financial statements of the Overseas Bank and the Overseas Banking Group are for the year ended 30 September

2024, and can be accessed at the internet address www.westpac.com.au.

ii. Additional financial disclosures

Additional information on balance sheet

NZ BANKING GROUP

$ millions2024

2023

Interest earning and discount bearing assets

1

122,945

122,651

Interest and discount bearing liabilities

1

100,202

100,421

Total liabilities of the NZ Branch, net of amounts due to related entities

8,839

8,035

Total retail deposits of the NZ Branch

-

-

1

Comparative amounts have been revised to align to the current year presentation, resulting in a $1,100 million decrease in Interest earning and discount bearing

assets and a $355 million decrease in Interest and discount bearing liabilities.

Additional information on concentrations of credit risk

Refer to Note 13.3 Credit concentrations and maximum exposure to credit risk for additional information on concentration of credit exposure, in

terms of customer and industry sector and material credit risk exposure to the agricultural sector, using ANZSIC.

Registered bank disclosures

88Westpac Banking Corporation - New Zealand Banking Group

ii. Additional financial disclosures (continued)
Additional information on interest rate sensitivity

Sensitivity to interest rates arises from mismatches in the interest rate characteristics of assets and the corresponding liability funding. One of the

major causes of these mismatches is timing differences in the repricing of assets and liabilities. These mismatches are actively managed as part of

the overall interest rate risk management process, which is conducted in accordance with the NZ Banking Group’s policy guidelines.

The following table presents a breakdown of the earlier of the contractual repricing or maturity dates of the NZ Banking Group’s net asset position

as at 30 September 2024. The NZ Banking Group uses this contractual repricing information as a base, which is then altered to take account of

customer behaviour, to manage its interest rate risk.

NZ BANKING GROUP

2024

$ millions

Up to 3

Months

Over 3

Months

and Up to

6 Months

Over 6

Months

and Up to

1 Year

Over 1

Year and

Up to 2

Years

Over 2

Years

Non-

interest

BearingTotal

Financial assets

Cash and balances with central banks

7,277 - - - - 276 7,553

Collateral paid

244 - - - - - 244

Trading securities and financial assets measured at

FVIS

2,563 365 732 817 1,246 - 5,723

Derivative financial instruments

- - - - - 3,643 3,643

Investment securities

- 10 912 759 5,854 - 7,535

Loans

48,627 14,318 20,385 13,521 4,607 1,005 102,463

Other financial assets

- - - - - 1,117 1,117

Due from related entities

708 - - - - 2,721 3,429

Total financial assets 59,419 14,693 22,029 15,097 11,707 8,762 131,707

Non-financial assets

1,794

Total assets 133,501

Financial liabilities

Collateral received

198 - - - - - 198

Deposits and other borrowings

46,477 14,203 7,464 1,312 886 11,197 81,539

Other financial liabilities

3,443 - 42 - - 1,950 5,435

Derivative financial instruments

- - - - - 5,932 5,932

Due to related entities

1,128 - - - 5 2,104 3,237

Debt issues

3,315 2,276 193 3,258 12,845 (268) 21,619

Loan capital

- - - - 3,157 (64) 3,093

Total financial liabilities 54,561 16,479 7,699 4,570 16,893 20,851 121,053

Non-financial liabilities

754

Total liabilities 121,807

On-balance sheet interest rate repricing gap 4,858 (1,786) 14,330 10,527 (5,186)

Net derivative notional principals

Net interest rate contracts (notional):

Receivable/(payable)

6,799 (1,177) (11,019) (2,415) 7,812

Net interest rate repricing gap 11,657 (2,963) 3,311 8,112 2,626

Registered bank disclosures

Westpac Banking Corporation - New Zealand Banking Group89

ii. Additional financial disclosures (continued)
Additional information on liquidity risk

Refer to Note 32.2.4 Contractual maturity of financial liabilities which shows the maturity analyses of financial liabilities.

Overseas Banking Group profitability and size

Information on the Overseas Banking Group is from the most recently published financial statements of the Overseas Banking Group for the year

ended 30 September 2024.

Profitability30 Sep 24

Profit after income tax expense for the year ended 30 September 2024 (A$ millions)

1

6,990

Profit after income tax expense for the year ended 30 September 2024 as a percentage of average total assets

0.7%

1

Profit after income tax expense represents the amount before deductions for net profit attributable to non-controlling interests.

Total assets and equity30 Sep 24

Total assets (A$ millions)

1,077,544

Percentage change in total assets over the year ended 30 September 2024

4.6%

Reconciliation of mortgage-related amounts

The following table provides the NZ Banking Group’s reconciliation between any amounts disclosed in this Disclosure Statement that relate to

mortgages on residential property.

NZ BANKING GROUP

$ millions30 Sep 24

Residential mortgages - total gross loans (as disclosed in Note 11 and Note 13.4)

68,011

Reconciling items:

Unamortised deferred fees and expenses

(435)

Fair value hedge adjustments

(107)

Exposure at default for undrawn commitments and other off-balance sheet exposures

9,517

Residential mortgages by LVR (as disclosed in Additional mortgage information in Note iv. Credit and market risk

exposures and capital adequacy)

76,986

iii. Asset quality

Past due assets

NZ BANKING GROUP

$ millions30 Sep 24

30 Sep 23

Past due but not individually impaired assets

Less than 30 days past due

1,305

1,360

At least 30 days but less than 60 days past due

297

244

At least 60 days but less than 90 days past due

145

109

At least 90 days past due

366

316

Total past due but not individually impaired assets 2,113

2,029

Movements in components of loss allowance

Refer to Note 12 Provision for expected credit losses for the movements in components of loss allowance.

Registered bank disclosures

90Westpac Banking Corporation - New Zealand Banking Group

iii. Asset quality (continued)
Impacts of changes in gross financial assets on loss allowances - total

The following table explains how changes in gross carrying amounts of loans during the year have contributed to changes in the provision for ECL

on loans.

NZ BANKING GROUP

Performing Non-performing

Total

Stage 1 Stage 2 Stage 3Stage 3

$ millions

CAP CAP CAP IAP

Total gross carrying amount as at 30 September 2023 76,428 23,019 709 62 100,218

Transfers:

Transfers to Stage 1

11,523 (11,492) (31) - -

Transfers to Stage 2

(14,191) 14,534 (341) (2) -

Transfers to Stage 3 CAP

(92) (905) 1,016 (19) -

Transfers to Stage 3 IAP

- (85) (111) 196 -

Net further lending/(repayment)

(2,325) 301 (120) (8) (2,152)

New financial assets originated

18,691 - - - 18,691

Financial assets derecognised during the year

(10,130) (3,302) (297) (26) (13,755)

Amounts written-off

- - (25) (12) (37)

Total gross carrying amount as at 30 September 2024 79,904 22,070 800 191 102,965

Provision for ECL as at 30 September 2024

(65) (294) (82) (61) (502)

Total net carrying amount as at 30 September 2024 79,839 21,776 718 130 102,463

NZ BANKING GROUP

PerformingNon-performing

Total

Stage 1Stage 2Stage 3Stage 3

$ millions

CAPCAPCAPIAP

Total gross carrying amount as at 30 September 2022

85,810 11,439 483 60 97,792

Transfers:

Transfers to Stage 1 10,007 (9,963) (43) (1) -

Transfers to Stage 2 (22,973) 23,170 (195) (2) -

Transfers to Stage 3 CAP (61) (597) 672 (14) -

Transfers to Stage 3 IAP - (6) (32) 38 -

Net further lending/(repayment) (3,038) 815 (18) (3) (2,244)

New financial assets originated 13,346 - - - 13,346

Financial assets derecognised during the year (6,663) (1,839) (134) (4) (8,640)

Amounts written-off - - (24) (12) (36)

Total gross carrying amount as at 30 September 2023

76,428 23,019 709 62 100,218

Provision for ECL as at 30 September 2023 (77) (300) (107) (23) (507)

Total net carrying amount as at 30 September 2023

76,351 22,719 602 39 99,711

The attribution of amounts disclosed in the movement schedule has been revised to better reflect the nature of the changes in the provision for ECL. Comparatives

have been revised for consistency.

Registered bank disclosures

Westpac Banking Corporation - New Zealand Banking Group91

iii. Asset quality (continued)
Other asset quality information

NZ BANKING GROUP

$ millions30 Sep 24

30 Sep 23

Undrawn commitments with individually impaired counterparties

17

1

Other assets under administration

-

-

Overseas Banking Group asset quality

Information on the Overseas Banking Group is from the most recently published financial statements of the Overseas Banking Group for the year

ended 30 September 2024.

2024

Total non-performing exposures

1

(A$ millions)

10,755

Total non-performing exposures expressed as a percentage of total assets

1.0%

Total provision for ECL on non-performing exposures

2

(A$ millions)

1,729

Total provision for ECL on non-performing exposures expressed as a percentage of total non-performing exposures

16.1%

Total collectively assessed provision for ECL

2

(A$ millions)

4,560

1

Non-financial assets have not been acquired through the enforcement of security.

2

Total provision for ECL on non-performing exposures and total collectively assessed provision for ECL both include A$1,193 million of provision for ECL that has

been calculated collectively on groups of assets which have been determined to be non-performing, but which are not individually significant.

iv. Credit and market risk exposures and capital adequacy (Unaudited)

Additional mortgage information

Residential mortgages by LVR as at 30 September 2024

LVRs are calculated as the current exposure divided by the NZ Banking Group’s valuation of the associated residential property at origination.

The NZ Banking Group utilises data from its loan system to obtain origination valuations. For loans originated prior to 1 January 2008, or those

originated outside of the loan system, the origination valuation is not recorded in the system and is therefore, due to system limitations, not

available for disclosure. For these loans, the NZ Banking Group utilises the earliest valuation recorded as the closest available alternative to

estimate an origination valuation.

Exposures for which no LVR is available have been included in the ‘Exceeds 90%’ category in accordance with the requirements of the Order.

NZ BANKING GROUP

2024

LVR range ($ millions)

Does not

exceed 60%

Exceeds 60%

and not 70%

Exceeds 70%

and not 80%

Exceeds 80%

and not 90%Exceeds 90%Total

On-balance sheet exposures

31,837 14,468 14,853 4,471 1,840 67,469

Undrawn commitments and other off-balance

sheet exposures

7,554 1,033 654 125 151 9,517

Value of exposures 39,391 15,501 15,507 4,596 1,991 76,986

Registered bank disclosures

92Westpac Banking Corporation - New Zealand Banking Group

iv. Credit and market risk exposures and capital adequacy (Unaudited) (continued)
Market risk

The NZ Banking Group’s aggregate market risk exposure is derived in accordance with BPR140 Market risk exposure and is calculated on a six-

monthly basis. The end-of-period aggregate market risk exposure is calculated from the period end balance sheet information.

For each category of market risk, the NZ Banking Group’s peak end-of-day aggregate capital charge is derived in accordance with the scalar

approach as referred to in BPR140. Under this approach, the end-of-period capital charge is scaled by the ratio of peak capital charge to end-of-

period capital charge using the internal VaR method.

The following table provides a summary of the NZ Banking Group’s notional capital charges by risk type as at the reporting date and the peak end-

of-day notional capital charges by risk type for the six months ended 30 September 2024:

NZ BANKING GROUP

30 Sep 24

$ millions

Implied Risk Weighted

ExposureNotional Capital Charge

End-of-period

Interest rate risk

9,630 770

Currency risk

19 2

Equity risk

- -

Peak end-of-day

Interest rate risk

19,915 1,593

Currency risk

53 4

Equity risk

- -

Overseas Bank and Overseas Banking Group capital ratios

Refer to Note 31 for information on the Overseas Bank and Overseas Banking Group capital ratios.

Registered bank disclosures

Westpac Banking Corporation - New Zealand Banking Group93

v. Insurance, securitisation, funds management, other fiduciary activities, and marketing and
distribution of insurance products

Insurance business

The NZ Banking Group does not conduct any insurance business.

Non-consolidated insurance and non-financial activities

The Overseas Bank does not conduct any insurance or non-financial activities in New Zealand outside of the NZ Banking Group.

The NZ Banking Group’s involvement in securitisation, funds management, other fiduciary activities, and marketing and

distribution of insurance products

Securitisation

The NZ Banking Group uses structured entities to securitise its financial assets through the Covered Bond Programme and Westpac New Zealand’s

internal residential mortgage-backed securitisation programme. Refer to Note 29 Securitisation, covered bonds and other transferred assets for

further information and amounts of outstanding securitised assets.

Funds management and other fiduciary activities

The NZ Banking Group conducts investment and other fiduciary activities that result in the holding or placing of assets on behalf of individuals,

trusts, retirement benefit plans and other institutions. These assets are not the property of the NZ Banking Group and accordingly are not included

in these financial statements, with the exception of the PIE Funds which are treated as controlled entities of Westpac New Zealand (refer to Note

23 for further details). Where controlled entities incur certain liabilities in respect of these activities, a right of indemnity exists against the assets

of the applicable trusts. As these assets are sufficient to cover liabilities, and it is not probable that the controlled entities will be required to settle

them, the liabilities are not included in the financial statements.

The PIE Funds are managed by a member of the NZ Banking Group (refer to Note 23 for further details) and invest in deposits with Westpac New

Zealand. Westpac New Zealand is considered to control the PIE Funds, and as such they are consolidated within the financial statements of the NZ

Banking Group.

The value of assets subject to funds management and other fiduciary activities as at the reporting date were as follows:

NZ BANKING GROUP

$ millions2024

2023

Retirement plans

11,811

10,005

Retail unit trusts

955

1,001

Wholesale client portfolios

444

497

Term PIE

3,991

2,942

Cash PIE

805

723

Notice Saver PIE

556

562

Total funds under management 18,562

15,730

Other than funds under management disclosed above, there are no funds held in trust, funds under custodial arrangements or other funds held or

managed subject to fiduciary responsibilities by any member of the NZ Banking Group (30 September 2023: nil).

Marketing and distribution of insurance products

Westpac New Zealand markets and distributes both life and general insurance products. The general and life insurance products are fully

underwritten by external third party insurance companies. Disclosures are made in marketing material that the products are underwritten by

those companies and that the Overseas Banking Group does not guarantee the obligations of, or any products issued by, those companies.

Arrangements to ensure no adverse impacts arising from the above activities

The NZ Banking Group’s risk management strategy (refer to Note vi. Risk management policies) will help minimise the possibility that any

difficulties arising from the above activities would adversely impact the NZ Banking Group.

Registered bank disclosures

94Westpac Banking Corporation - New Zealand Banking Group

vi. Risk management policies
Information about risk

Risk Management Framework

The NZ Banking Group regards risk management as the foundation of our business. It underpins our strength and resilience, shapes the way we

operate and provides clear parameters for our people to make decisions and keep customers safe. The NZ Banking Group Risk Management

Framework outlines our approach to managing risk across the business, bringing together systems, structures, policies, processes and people.

The NZ Banking Group adopts a ‘Three Lines of Defence model standard’ approach to risk management which enables our people to understand

their role in actively managing risk.

The First Line of Defence owns and manages the risks they originate

Business units are responsible for proactively identifying, evaluating, owning, monitoring, managing and controlling the existing and emerging

risks in their businesses. They manage business activities within approved risk appetite and policies. In managing its risk, the First Line of Defence

establishes and maintains appropriate governance structures, controls, resources and self-assessment processes, including issue identification,

recording and escalation procedures.

The Second Line of Defence provides independent insight, oversight and challenge of First Line activities

The Second Line of Defence is an independent function that develops risk management frameworks, defines guardrails, provides objective review

and challenge regarding the effectiveness of risk management within the First Line business and executes specific risk management activities

where functional independence and/or specific risk capability is required. Its approach is risk-based and proportionate to First Line activities.

The Third Line of Defence provides independent objective assurance

The Third Line is an assurance function that provides the Board, Board Committees and senior management with independent and objective

evaluation of the adequacy and effectiveness of the NZ Banking Group’s governance, risk management and internal controls.

Risk Management Frameworks

The Overseas Bank and Westpac New Zealand together had systems in place to monitor and control adequately the material risks of the following

relevant members of the NZ Banking Group:

●BTNZ;

●BTFGNZL;

●WFSGNZL;

●WGINZL;

●WHNZL;

●WCNZL; and

●WNZGL.

The Overseas Bank and the NZ Branch together had systems in place to monitor and control adequately the material risks of the NZ Branch. The

remaining relevant members of the NZ Banking Group are not considered to have material risks.

The NZ Branch has a NZ Branch Risk Committee, NZ Branch RISKCO, which meets quarterly, and which oversees the management of material risk

classes that include, but are not limited to, credit risk, compliance and conduct risk, operational risk, funding and liquidity risk, market risk,

strategic risk, reputation and sustainability risk, risk culture, financial crime and cyber risk across the NZ Branch.

BTNZ maintains a Risk Management Framework approved by its Board which is closely aligned to the Overseas Banking Group and Westpac New

Zealand’s Risk Management Framework whilst reflecting BTNZ’s specific regulatory and operating environment.

Westpac New Zealand, a member of the NZ Banking Group, is a locally incorporated registered bank. Westpac New Zealand’s Risk Management

Framework is closely aligned with that of the Overseas Banking Group, and the Board of Westpac New Zealand is responsible for the risk

management of that bank and its subsidiaries.

The Boards of the other entities making up the NZ Banking Group have ultimate responsibility for overseeing the effective deployment of the Risk

Management Frameworks for these entities.

Financial risks

Refer to Note 32 Risk management, funding and liquidity risk and market risk for a discussion of the financial risks faced by the NZ Banking Group.

Registered bank disclosures

Westpac Banking Corporation - New Zealand Banking Group95

vi. Risk management policies (continued)
Other key material risks

Operational risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. The NZ

Banking Group recognises that operational risk is a necessary part of doing business. The NZ Banking Group manages this type of risk through

robust processes and controls including effective and timely remediation of material operational issues and incidents.

The NZ Banking Group applies the Overseas Bank’s Operational Risk Management Framework which outlines the business requirements for

managing operational risk. This covers governance, risk and control assessments, incident management, issues management, and ongoing

reporting and monitoring. Westpac New Zealand has its own Operational Risk Management Framework that is closely aligned with that of the

Overseas Bank and is approved by the Westpac New Zealand BRCC.

Compliance and conduct risk

Compliance and conduct risk is the risk of failing to abide by the NZ Banking Group’s compliance obligations or otherwise failing to have

behaviours and practices that deliver suitable, fair and clear outcomes for customers and that support market integrity.

The NZ Banking Group identifies compliance and conduct risks as part of managing the business which includes considering emerging risks and

responding to changes in the business, business strategy and external environment. The NZ Banking Group manages compliance and conduct

risks by implementing and embedding frameworks, systems, policies, standards, procedures and controls.

The NZ Branch applies the Overseas Bank’s Compliance and Conduct Risk Management Framework which is supported by compliance and

conduct policies to assist the business in managing its compliance and conduct risks. The Framework is approved by the Overseas Bank’s Board

Risk Committee. The NZ Banking Group, excluding the NZ Branch, operates its own Compliance and Conduct Risk Management Framework that is

closely aligned with that of the Overseas Bank and is approved by the Westpac New Zealand BRCC.

Financial crime risk

Financial crime risk is the risk that the NZ Banking Group fails to prevent financial crime and comply with applicable global financial crime

regulatory obligations.

The NZ Banking Group applies the Overseas Bank’s Financial Crime Risk Management Framework, which describes the NZ Banking Group’s

approach to managing Financial Crime Risk. Under this Framework, the NZ Banking Group proactively identifies, assesses, mitigates and reports

financial crime risks through robust controls and systems including timely ownership, investigation and remediation of financial crime incidents.

Westpac New Zealand has its own Financial Crime Risk Management Framework that is closely aligned with that of the Overseas Bank and is

approved by the Westpac New Zealand BRCC.

Cyber risk

Cyber risk is the risk that the NZ Banking Group’s or its third parties’ data or technology are inappropriately accessed, manipulated or damaged

from cybersecurity threats or vulnerabilities.

The NZ Banking Group proactively manages cyber risk exposure, to limit the likelihood of inappropriate access, manipulation or damage to the NZ

Banking Group’s and its third parties’ data and technology. This includes embedding cyber security capabilities such as data security controls,

application protection controls, and identity and access management.

Reputational & sustainability risk

Reputational & sustainability risk is the risk of failing to recognise or address ESG issues and the risk that an action, inaction, transaction,

investment, or event will reduce trust in the NZ Banking Group’s integrity and competence by clients, counterparties, investors, regulators,

employees or the public.

The NZ Banking Group seeks to cultivate stakeholders’ trust in the NZ Banking Group’s integrity and competence and to balance commerciality of

decisions with stakeholder expectations, potential impacts on people, communities or the environment, recognising that ESG issues can involve

complex, interconnected and at times competing considerations.

Strategic risk

Strategic risk is the risk that the NZ Banking Group makes inappropriate strategic choices, does not implement its strategies successfully, or does

not respond effectively to changes in the operating environment.

The NZ Banking Group manages strategic risk through annual strategic reviews and financial target setting, ongoing monitoring of performance

and changes and, stress testing and/or scenario analysis.

Risk culture

There is a risk that the NZ Banking Group’s culture does not promote and reinforce behavioural expectations and structures to identify,

understand, discuss and act on risks.

The NZ Banking Group promotes a risk culture which supports its purpose, strategy and values and the ability to manage risk effectively. The NZ

Banking Group regularly assesses its risk culture and undertakes initiatives to continually improve.

Registered bank disclosures

96Westpac Banking Corporation - New Zealand Banking Group

vi. Risk management policies (continued)
Reviews of the NZ Banking Group’s risk management systems

Westpac New Zealand Audit and the Overseas Banking Group’s Group Audit function periodically review the NZ Banking Group’s Operational,

Compliance and Conduct, Market, Funding and Liquidity, Credit and Model Risk Frameworks. The periodic reviews follow an internal audit

methodology which aims at achieving a review of the very high-risk areas annually, high-risk areas bi-annually, medium risk areas every three

years and low risk areas every four years.

The reviews discussed above in this section are not conducted by a party which is external to the NZ Banking Group or the Overseas Banking

Group, though they are independent and have no direct authority over the activities of management.

Various external reviews of the NZ Banking Group’s risk management system have been conducted during the year ended 30 September 2024 as

part of ongoing compliance with regulatory requirements.

Internal audit function of the NZ Banking Group

The NZ Banking Group internal audit services are provided by Westpac New Zealand’s and the Overseas Banking Group’s internal audit functions.

Westpac New Zealand’s internal audit function (‘WNZL Audit’) oversees all entities within the NZ Banking Group with the exception of the NZ

Branch whose internal audit services are overseen by the Overseas Banking Group’s internal audit function. WNZL Audit is headed by the Chief

Internal Auditor who reports directly to the Westpac New Zealand Board Audit Committee, while the Overseas Banking Group’s internal audit

function is headed by the General Manager Group Audit who reports to the Overseas Banking Group’s Board Audit Committee.

Both internal audit functions provide independent assurance on the effectiveness of governance, risk management and internal controls across

the NZ Banking Group’s operations. The level of risk across all material risk classes determines the scope and frequency of individual audits.

The Westpac New Zealand Board Audit Committee meets regularly, and its responsibilities include the oversight of NZ Banking Group’s statutory

financial reporting requirements and the internal audit function, with the exception of the NZ Branch. The Overseas Banking Group Board Audit

Committee also meets regularly and has similar responsibilities for the NZ Branch.

Access to the Overseas Bank disclosures

The Overseas Banking Group is required to disclose additional detailed information on its risk management practices and capital adequacy on a

quarterly basis. This information is made available to users via the Overseas Banking Group’s website (www.westpac.com.au).

Registered bank disclosures

Westpac Banking Corporation - New Zealand Banking Group97

Conditions of registration
The registration of Westpac Banking Corporation (“the registered

bank”) in New Zealand is subject to the following conditions, which

applied from 1 July 2024:

1.That the NZ Banking Group does not conduct any non-financial

activities that in aggregate are material relative to its total

activities.

In this condition of registration, the meaning of “material” is

based on generally accepted accounting practice.

2.That the NZ Banking Group’s insurance business is not greater

than 1% of its total consolidated assets.

For the purposes of this condition of registration, the NZ

Banking Group’s insurance business is the sum of the following

amounts for entities in the NZ Banking Group:

(a)if the business of an entity predominantly consists of

insurance business and the entity is not a subsidiary of

another entity in the NZ Banking Group whose business

predominantly consists of insurance business, the amount

of the insurance business to sum is the total consolidated

assets of the group headed by the entity; and

(b)if the entity conducts insurance business and its business

does not predominantly consist of insurance business and

the entity is not a subsidiary of another entity in the NZ

Banking Group whose business predominantly consists of

insurance business, the amount of the insurance business

to sum is the total liabilities relating to the entity’s

insurance business plus the equity retained by the entity

to meet the solvency or financial soundness needs of its

insurance business.

In determining the total amount of the NZ Banking Group’s

insurance business:

(a)all amounts must relate to on balance sheet items only,

and must comply with generally accepted accounting

practice; and

(b)if products or assets of which an insurance business is

comprised also contain a non-insurance component, the

whole of such products or assets must be considered part

of the insurance business.

For the purposes of this condition of registration,:

“insurance business” means the undertaking or assumption of

liability as an insurer under a contract of insurance:

“insurer” and “contract of insurance” have the same meaning

as provided in sections 6 and 7 of the Insurance (Prudential

Supervision) Act 2010.

3.That the business of the registered bank in New Zealand does

not constitute a predominant proportion of the total business

of the registered bank.

4.That no appointment to the position of the New Zealand chief

executive officer of the registered bank shall be made unless:

(a)the Reserve Bank has been supplied with a copy of the

curriculum vitae of the proposed appointee; and

(b)the Reserve Bank has advised that it has no objection to

that appointment.

5.That Westpac Banking Corporation complies with the

requirements imposed on it by the Australian Prudential

Regulation Authority.

6.That Westpac Banking Corporation complies with the following

minimum capital adequacy requirements, as administered by

the Australian Prudential Regulation Authority:

(a)Common Equity Tier 1 capital of Westpac Banking

Corporation is not less than 4.5% of risk weighted

exposures;

(b)Tier 1 capital of Westpac Banking Corporation is not less

than 6% of risk weighted exposures; and

(c)Total capital of Westpac Banking Corporation is not less

than 8% of risk weighted exposures.

7.That liabilities of the registered bank in New Zealand, net of

amounts due to related parties (including amounts due to a

subsidiary or affiliate of the registered bank), do not exceed $15

billion.

8.That the retail deposits of the registered bank in New Zealand

do not exceed $200 million. For the purposes of this condition

retail deposits are defined as deposits by natural persons,

excluding deposits with an outstanding balance which exceeds

$250,000.

9.That, for a loan-to-valuation measurement period ending on or

after 31 December 2024, the total of the business of the

registered bank in New Zealand’s qualifying new mortgage

lending amount in respect of property-investment residential

mortgage loans with a loan-to-valuation ratio of more than

70%, must not exceed 5% of the total of the qualifying new

mortgage lending amount in respect of property-investment

residential mortgage loans arising in the loan-to-valuation

measurement period.

10.That, for a loan-to-valuation measurement period ending on or

after 31 December 2024, the total of the business of the

registered bank in New Zealand’s qualifying new mortgage

lending amount in respect of non property-investment

residential mortgage loans with a loan-to-valuation ratio of

more than 80%, must not exceed 20% of the total of the

qualifying new mortgage lending amount in respect of non

property-investment residential mortgage loans arising in the

loan-to-valuation measurement period.

11.That, for a debt-to-income measurement period, the total of

the business of the registered bank in New Zealand's qualifying

new mortgage lending amount in respect of property-

investment residential mortgage loans with a debt-to-income

ratio of more than 7, must not exceed 20% of the total of the

qualifying new mortgage lending amount in respect of

property-investment residential mortgage loans arising in the

debt-to-income measurement period.

12.That, for a debt-to-income measurement period, the total of

the business of the registered bank in New Zealand's qualifying

new mortgage lending amount in respect of non property-

investment residential mortgage loans with a debt-to-income

ratio of more than 6, must not exceed 20% of the total of the

qualifying new mortgage lending amount in respect of non

property-investment residential mortgage loans arising in the

debt-to-income measurement period.

13.That the business of the registered bank in New Zealand must

not make a residential mortgage loan unless the terms and

conditions of the loan contract or the terms and conditions for

an associated mortgage require that a borrower obtain the

registered bank’s agreement before the borrower can grant to

another person a charge over the residential property used as

security for the loan.

Conditions of registration

98Westpac Banking Corporation - New Zealand Banking Group

In these conditions of registration,:
“Banking Group” means the New Zealand business of the registered

bank and its subsidiaries as required to be reported in group financial

statements for the group’s New Zealand business under section

461B(2) of the Financial Markets Conduct Act 2013.

“business of the registered bank in New Zealand” means the New

Zealand business of the registered bank as defined in the

requirement for financial statements for New Zealand business in

section 461B(1) of the Financial Markets Conduct Act 2013.

“generally accepted accounting practice” has the same meaning as

in section 8 of the Financial Reporting Act 2013.

“liabilities of the registered bank in New Zealand” means the

liabilities that the registered bank would be required to report in

financial statements for its New Zealand business if section 461B(1) of

the Financial Markets Conduct Act 2013 applied.

In conditions of registration 9 and 10,:

“loan-to-valuation ratio”, “non property-investment residential

mortgage loan”, “property-investment residential mortgage loan”,

“qualifying new mortgage lending amount in respect of property-

investment residential mortgage loans”, and “qualifying new

mortgage lending amount in respect of non property-investment

residential mortgage loans” have the same meaning as in the Reserve

Bank of New Zealand document entitled “Framework for Restrictions

on High-LVR Residential Mortgage Lending” (BS19) dated October

2021, and where the version dates of the Reserve Bank of New

Zealand Banking Prudential Requirement (BPR) documents referred

to in BS19 for the purpose of defining these terms are:

BPR documentVersion date

BPR131: Standardised credit risk RWAs1 July 2024

BPR001: Glossary1 October 2023

“loan-to-valuation measurement period” means a rolling period of

six calendar months ending on the last day of the sixth calendar

month.

In conditions of registration 11 and 12,:

"debt-to-income ratio", "debt-to-income measurement period", "non

property- investment residential mortgage loan", "prope r t y -

investment residential mortgage loan", "qualifying new mortgage

lending amount in respect of property-investment residential

mortgage loans", and "qualifying new mortgage lending amount in

respect of non property-investment residential mortgage loans" have

the same meaning as in the Reserve Bank of New Zealand document

entitled "Framework for Restrictions on High Debt-To-Income

Residential Mortgage lending" (BS20) dated 3 April 2023, and where

the version dates of the Reserve Bank of New Zealand Banking

Prudential Requirement (BPR) documents referred to in BS20 for the

purpose of defining these terms are:

BPR documentVersion date

BPR131: Standardised credit risk RWAs1 July 2024

BPR001: Glossary1 October 2023

"debt-to-income measurement period" means:

(a) the initial period of six calendar months from the date of this

conditions of registration (1 July 2024) ending on 31 December 2024;

and

(b) thereafter, a rolling period of six calendar months ending on the

last day of the sixth calendar month, the first of which ends on 31

January 2025 and covers the months of August, September, October,

November and December 2024 and January 2025.

In condition of registration 13,:

"residential mortgage loan" has the same meaning as in the Reserve

Bank of New Zealand document entitled "Framework for Restrictions

on High Debt-To-Income Residential Mortgage lending" (BS20) dated

3 April 2023, and where the version dates of the Reserve Bank of New

Zealand Banking Prudential Requirement (BPR) documents referred

to in BS20 for the purpose of defining these terms are:

BPR documentVersion date

BPR131: Standardised credit risk RWAs1 July 2024

BPR001: Glossary1 October 2023

Changes to conditions of registration

The following changes to the Overseas Bank’s conditions of registration have occurred between the reporting date for the previous disclosure

statement and the reporting date for this disclosure statement:

●With effect from 1 July 2024:

oDebt-to-Income (DTI) restrictions were activated at settings of: a 20% limit on new residential lending to owner-occupiers with a DTI

greater than 6; and a 20% limit on new residential lending to investors with a DTI greater than 7.

omortgage loan-to-value ratio (LVR) restrictions were eased to a 20% limit on new lending to owner occupiers with an LVR above 80%;

and a 5% limit on new lending to investors with an LVR above 70%.

Conditions of registration

Westpac Banking Corporation - New Zealand Banking Group99

Independent auditor’s report
To the Directors of Westpac Banking Corporation

__________________________________________________________________________________________

Our opinion

In our opinion, the accompanying:

●consolidated financial statements, excluding the information disclosed in accordance with Schedules 4, 7, 9, 11

and 13 of the Registered Bank Disclosure Statements (Overseas Incorporated Registered Banks) Order 2014

(as amended) (the “Order”), of Westpac Banking Corporation (the “Overseas Bank”) in respect of the New

Zealand operations (the “NZ Banking Group”), present fairly, in all material respects, the financial position of

the NZ Banking Group as at 30 September 2024, its financial performance and its cash flows for the year then

ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (“NZ IFRS”)

and International Financial Reporting Standards Accounting Standards (“IFRS Accounting Standards”); and

●information disclosed in accordance with Schedules 4, 7, 11 and 13 of the Order (the “Supplementary

Information”), in all material respects:

‒ presents fairly the matters to which it relates; and

‒ is disclosed in accordance with those schedules.

What we have audited

●The NZ Banking Group’s consolidated financial statements (the “Financial Statements”) required by clause 25

of the Order, comprising:

‒ the balance sheet as at 30 September 2024;

‒ the income statement for the year then ended;

‒ the statement of comprehensive income for the year then ended;

‒ the statement of changes in equity for the year then ended;

‒ the statement of cash flows for the year then ended; and

‒ the notes to the Financial Statements, excluding the information disclosed in accordance with Schedules 4,

7, 9, 11 and 13 of the Order within notes 12, 13, 31 and 32 of the Financial Statements, which includes

material accounting policy information and other explanatory information.

●The Supplementary Information within notes 12, 13 and 32 of the Financial Statements and notes ii, iii, v and vi

of the registered bank disclosures for the year ended 30 September 2024 of the NZ Banking Group.

We have not audited the information relating to credit and market risk exposures and capital adequacy disclosed

in accordance with Schedule 9 of the Order within note 31 of the Financial Statements and note iv of the

registered bank disclosures and our opinion does not extend to this information.

__________________________________________________________________________________________

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the Financial Statements and the Supplementary Information section of

our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz

100Westpac Banking Corporation - New Zealand Banking Group

Independence
We are independent of the NZ Banking Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International

Code of Ethics for Professional Accountants (including International Independence Standards) issued by the

International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Our firm carries out other services for the NZ Banking Group in the areas of assessments of whether the

preconditions for assurance exist in preparation for assurance over greenhouse gas disclosures and other

assurance and audit related services. Other assurance and audit related services include limited assurance over

compliance with the information required on capital adequacy, regulatory liquidity requirements and credit and

market risk exposures and agreed upon procedures over the issue of comfort letters and debt issuance

programmes. We have also provided audit and non-audit assurance services in respect to non-consolidated

entities managed by the NZ Banking Group. In addition, certain partners and employees of our firm may deal with

the NZ Banking Group on normal terms within the ordinary course of trading activities. The provision of these

other services and these relationships have not impaired our independence as auditor of the NZ Banking Group.

__________________________________________________________________________________________

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the Financial Statements and the Supplementary Information of the current year. These matters were addressed

in the context of our audit of the Financial Statements and the Supplementary Information as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of the key audit matterHow our audit addressed the key audit matter

Provision for expected credit losses on loans and

credit commitments

As disclosed in Note 12 of the Financial Statements, the

provision for expected credit losses (ECL) on loans and

credit commitments totalled $555 million as at 30

September 2024.

ECL is a probability-weighted estimate of the cash

shortfalls expected to result from defaults over the

relevant timeframe determined by evaluating a range of

possible outcomes and taking into account the time

value of money, past events, current conditions and

forecasts of future economic conditions. The model to

determine the ECL includes significant judgement in

assumptions used to determine when a significant

increase in credit risk (SICR) has occurred, in estimating

forward looking macroeconomic scenarios (MES),

applying a probability weighting to different scenarios,

and identifying and calculating adjustments to model

output (portfolio overlays).

Our audit procedures included testing the design and

operating effectiveness of selected controls relating to

the NZ Banking Group’s ECL estimation process,

which included controls over the data, model,

assumptions and governance used in determining the

provision for ECL on loans and credit commitments,

as well as IT general controls related to the relevant

IT systems.

In addition to controls testing, our other significant

audit procedures included, among others:

●consideration of the appropriateness of the

methodology inherent in the models for SICR and

MES against the requirements of NZ IFRS 9;

●the involvement of our credit risk modelling experts

to evaluate the appropriateness of the models and

the reasonableness of the assumptions applied

within the models, the accuracy of the ECL model

calculation and evaluating the results of

management’s model monitoring undertaken

during the year;

Westpac Banking Corporation - New Zealand Banking Group101

Description of the key audit matterHow our audit addressed the key audit matter
There is also a significant volume of data used in the

ECL model, which is sourced from relevant Information

Technology (IT) systems.

Individually assessed allowances are also recognised

by the NZ Banking Group for loans that are known to

be impaired at the reporting date.

The principal considerations for our determination that

performing procedures relating to the provision for ECL

on loans and credit commitments is a key audit matter

are:

●there was significant judgement and effort in

evaluating audit evidence related to the model and

assumptions used to determine the provision for

ECL on loans and credit commitments;

●there was significant judgement and effort in

evaluating audit evidence related to the

identification and calculation of portfolio overlay

adjustments to the ECL, MES and the associated

weightings applied;

●there was a high degree of auditor effort required to

test critical data elements used in the model, and

the model evaluation processes;

●there was a high degree of auditor effort required to

test relevant IT controls used in determining the

provision for ECL on loans and credit commitments;

and

●the nature and extent of audit effort required to test

the models, assumptions and judgements required

specialised skill and knowledge.

●the involvement of our economics experts to assist in

evaluating the reasonableness of key assumptions,

economic variables and data applied in determining

MES;

●challenging and assessing the appropriateness of

portfolio overlay adjustments to provide evidence that

these are reasonable;

●assessing the completeness of portfolio overlay

adjustments by considering factors including model

performance, data quality and other relevant risks;

●testing the completeness and accuracy of critical

data elements used to calculate the portfolio

overlays;

●assessing the review, challenge and approval by an

internal governance committee of MES, probability

weightings and portfolio overlay adjustments used in

the ECL model and assessing the reasonableness of

decisions;

●substantive testing on a sample basis of the input of

critical data elements into source systems, and the

flow and transformation of those critical data

elements from source systems to the ECL model;

●for a sample of corporate loans not identified as

impaired, considering the borrower’s latest financial

information provided to the NZ Banking Group to test

the reasonableness of the credit risk grade rating that

has been allocated to the borrower, a critical data

element which involves significant management

judgement;

●for a sample of impaired loans where the provision is

individually assessed, considering the borrower’s

latest financial information, value of security held as

collateral, multiple weighted scenario outcomes and

independent expert advice (where applicable)

provided to the NZ Banking Group to test the basis of

measuring individually assessed provisions; and

●considering the impacts of events occurring

subsequent to balance date on the ECL for loans and

credit commitments.

We also assessed the appropriateness of the NZ

Banking Group’s disclosures in the Financial Statements

against the requirements of NZ IFRS.

102Westpac Banking Corporation - New Zealand Banking Group

Description of the key audit matterHow our audit addressed the key audit matter
IT systems and controls

The NZ Banking Group is heavily dependent on

complex, interdependent IT systems for the capture,

processing, storage and extraction of significant

volumes of transactions which is critical to the

recording of financial information and the preparation

of financial statements of the NZ Banking Group.

Accordingly, we considered this to be a key audit

matter.

In common with all other major banks, access

management controls are important to ensure both

access and changes made to systems and data are

appropriate.

The NZ Banking Group’s controls over IT systems

include:

●user access to applications, process and data;

●program development and changes;

●segregation of duties and privileged user accounts;

and

●IT operations.

For material financial statement transactions and

balances, our procedures included gaining an

understanding of the business processes, key controls

and IT systems used to generate and support those

transactions and balances and associated IT application

controls and IT dependencies in manual controls. This

involved the following areas:

●how user access is granted, reviewed and removed

on a timely basis from IT applications and supporting

infrastructure. We also examined how privileged

roles and functions are managed to those systems;

●how changes are initiated, documented, tested and

authorised prior to migration into the production

environment of critical IT applications. We also

assessed the appropriateness of users with access

to make changes to IT applications across the NZ

Banking Group;

●how controls are designed to enforce segregation of

duties and the use of privileged accounts to ensure

that data is only changed through authorised means;

and

●how controls over operations are used to ensure that

any issues are managed appropriately.

Where relevant to our planned audit approach, we,

along with our IT specialists, assessed the design and

tested the effectiveness of certain controls over the

continued integrity of the in-scope IT systems that are

relevant to financial reporting.

We also carried out tests, on a sample basis, of IT

application controls and IT dependencies in manual

controls that were key to our audit testing strategy in

order to assess the accuracy of relevant system

calculations, key reports and the operation of certain

system enforced access controls.

Where we identified design or operating effectiveness

matters relating to IT systems and application controls

relevant to our audit, we performed alternative or

additional audit procedures.

Westpac Banking Corporation - New Zealand Banking Group103

Our audit approach
Overview

The overall NZ Banking Group materiality is $86.9 million, which represents

approximately 5% of the profit before income tax for the year ended 30

September 2024.

We chose profit before income tax because, in our view, it is the benchmark

against which the performance of the NZ Banking Group is most commonly

measured by users, and is a generally accepted benchmark.

Full scope audits were conducted over the most financially significant operations,

being Consumer Banking and Wealth, Institutional and Business Banking and

Financial Markets, International Trade and Payments divisions as well as the NZ

Banking Group’s treasury operations. Specified audit and analytical review

procedures were performed over the remaining operations.

As reported above, we have two key audit matters, being:

●Provision for expected credit losses on loans and credit commitments; and

●IT systems and controls.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the

Financial Statements and the Supplementary Information. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved making

assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed

the risk of management override of internal controls, including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable

assurance about whether the Financial Statements and the Supplementary Information are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of

the Financial Statements and the Supplementary Information.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the

overall NZ Banking Group materiality for the Financial Statements and the Supplementary Information, as a

whole, as set out above. These, together with qualitative considerations, helped us to determine the scope of our

audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the Financial Statements and the Supplementary Information, as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the

Financial Statements and the Supplementary Information, as a whole, taking into account the structure of the NZ

Banking Group, the financial reporting processes and controls, and the industry in which the NZ Banking Group

operates.

Certain operational processes which are critical to financial reporting for the NZ Banking Group are undertaken

outside of New Zealand. We worked with a PwC network firm engaged in the Westpac Banking Corporation group

audit to understand and examine certain processes, test controls and perform other substantive audit procedures

that supported material balances, classes of transactions and disclosures within the NZ Banking Group’s Financial

Statements and Supplementary Information. This enabled us to evaluate the effectiveness of the controls over

those processes and consider the implications for the remainder of our audit work.

104Westpac Banking Corporation - New Zealand Banking Group

Other information
The Directors are responsible for the other information. The other information comprises the information included

in the Disclosure Statement presented in accordance with Schedule 2 of the Order on pages 5, 82 to 88

(excluding the information on page 88 relating to note ii of the registered bank disclosures which forms part of the

Supplementary Information), 98 and 99, and the information relating to credit and market risk exposures and

capital adequacy disclosed in accordance with Schedule 9 of the Order within note 31 of the Financial Statements

and note iv of the registered bank disclosures, but does not include the Financial Statements, the Supplementary

Information and our auditor’s report thereon. The other information also includes Westpac Banking Corporation,

New Zealand Climate Report (“Climate Report”) to be published at a later date. Other than the Climate Report

which we will receive at a later date, we have received all the other information expected to be included in the

Disclosure Statement.

Our opinion on the Financial Statements and the Supplementary Information does not cover the other information

and we do not express any form of audit opinion or assurance conclusion thereon. We issue a separate limited

assurance report on the information relating to credit and market risk exposures and capital adequacy disclosed in

accordance with Schedule 9 of the Order.

In connection with our audit of the Financial Statements and the Supplementary Information, our responsibility is

to read the other information and, in doing so, consider whether the other information is materially inconsistent

with the Financial Statements and the Supplementary Information or our knowledge obtained in the audit, or

otherwise appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

When we read the Climate Report, if we conclude that there is a material misstatement therein, we are required to

communicate the matter to the Directors and use our professional judgement to determine the appropriate action

to take.

Responsibilities of the Directors for the Disclosure Statement

The Directors of the Overseas Bank (the ‘Directors’) are responsible, on behalf of the Overseas Bank, for the

preparation and fair presentation of the Financial Statements in accordance with clause 25 of the Order, NZ IFRS

and IFRS Accounting Standards, and for such internal control as the Directors determine is necessary to enable

the preparation of the Financial Statements and the Supplementary Information that are free from material

misstatement, whether due to fraud or error.

In addition, the Directors are responsible, on behalf of the Overseas Bank, for the preparation and fair

presentation of the Disclosure Statement which includes:

●all of the information prescribed in Schedule 2 of the Order; and

●the information prescribed in Schedules 4, 7, 9, 11, and 13 of the Order.

In preparing the Financial Statements, the Directors are responsible for assessing the NZ Banking Group’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Directors either intend to liquidate the NZ Banking Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Statements and the Supplementary Information

Our objectives are to obtain reasonable assurance about whether the Financial Statements and the

Supplementary Information, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material

misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial

Statements and the Supplementary Information.

A further description of our responsibilities for the audit of the Financial Statements and the Supplementary

Information is located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Westpac Banking Corporation - New Zealand Banking Group105

Who we report to
This report is made solely to the Directors, as a body. Our work has been undertaken so that we might state those

matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the Directors, as a body, for our

work, for this report, or for the opinions we have formed.

The engagement partner on the engagement resulting in this independent auditor’s report is Samuel Shuttleworth.

For and on behalf of:

PricewaterhouseCoopers

7 November 2024 Auckland

106Westpac Banking Corporation - New Zealand Banking Group

Independent Assurance Report
To the Directors of Westpac Banking Corporation

Limited assurance report on compliance with the information required on credit and

market risk exposures and capital adequacy

Our conclusion

We have undertaken a limited assurance engagement on the New Zealand operations of Westpac Banking

Corporation (the “NZ Banking Group”)’s compliance, in all material respects, with clause 22 of the Registered

Bank Disclosure Statements (Overseas Incorporated Registered Banks) Order 2014 (as amended) (the “Order”)

which requires information prescribed in Schedule 9 of the Order relating to credit and market risk exposures and

capital adequacy to be disclosed in its full year Disclosure Statement for the year ended 30 September 2024 (the

“Disclosure Statement”). The Disclosure Statement containing the information prescribed in Schedule 9 of the

Order relating to credit and market risk exposures and capital adequacy will accompany our report, for the

purpose of reporting to the Directors.

Based on the procedures we have performed and the evidence we have obtained, nothing has come to our

attention that causes us to believe that the NZ Banking Group’s information relating to credit and market risk

exposures and capital adequacy, included in the Disclosure Statement in compliance with clause 22 of the Order

and disclosed in note iv of the registered bank disclosures, is not, in all material respects, disclosed in accordance

with Schedule 9 of the Order.

Basis for conclusion

We have conducted our engagement in accordance with Standard on Assurance Engagements 3100 (Revised)

Compliance Engagements (“SAE 3100 (Revised)”) issued by the New Zealand Auditing and Assurance Standards

Board.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Directors’ responsibilities

The Directors are responsible on behalf of Westpac Banking Corporation for compliance with the Order, including

clause 22 of the Order which requires information relating to credit and market risk exposures and capital

adequacy prescribed in Schedule 9 of the Order to be included in the NZ Banking Group’s Disclosure Statement,

for the identification of risks that may threaten compliance with that clause, controls that would mitigate those risks

and monitoring ongoing compliance.

Our independence and quality management

We have complied with the independence and other ethical requirements of Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board, which is founded on the

fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and

professional behaviour.

We apply Professional and Ethical Standard 3 Quality Management for Firms that Perform Audits or Reviews of

Financial Statements, or Other Assurance or Related Services Engagements, which requires our firm to design,

implement and operate a system of quality management including policies or procedures regarding compliance

with ethical requirements, professional standards and applicable legal and regulatory requirements.

We are independent of the NZ Banking Group. In addition to our role as auditor, our firm carries out other services

for the NZ Banking Group in the areas of assessments of whether the preconditions for assurance exist in

preparation for assurance over greenhouse gas disclosures and other audit related services. Other audit related

services include agreed upon procedures over the issue of comfort letters and debt issuance programmes. We

have also provided audit and non-audit assurance services in respect to non-consolidated entities managed by

the NZ Banking Group. In addition, certain partners and employees of our firm may deal with the NZ Banking

Group on normal terms within the ordinary course of trading activities of the NZ Banking Group. The provision of

these other services and these relationships have not impaired our independence.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Westpac Banking Corporation - New Zealand Banking Group107

Assurance practitioner’s responsibilities
Our responsibility is to express a limited assurance conclusion on whether the NZ Banking Group’s information

relating to credit and market risk exposures and capital adequacy, included in the Disclosure Statement in

compliance with clause 22 of the Order is not, in all material respects, disclosed in accordance with Schedule 9 of

the Order. SAE 3100 (Revised) requires that we plan and perform our procedures to obtain limited assurance

about whether anything has come to our attention that causes us to believe that the NZ Banking Group’s

information relating to credit and market risk exposures and capital adequacy, included in the Disclosure

Statement in compliance with clause 22 is not, in all material respects, disclosed in accordance with Schedule 9 of

the Order.

In a limited assurance engagement, the assurance practitioner performs procedures, primarily consisting of

discussion and enquiries of management and others within the entity, as appropriate, and observation and walk-

throughs, and evaluates the evidence obtained. The procedures selected depend on our judgement, including

identifying areas where the risk of material non-compliance with clause 22 of the Order in respect of the

information relating to credit and market risk exposures and capital adequacy is likely to arise.

Given the circumstances of the engagement we:

●obtained an understanding of the process, models, data and internal controls implemented over the

preparation of the information relating to credit and market risk exposures and capital adequacy;

●obtained an understanding of the NZ Banking Group’s compliance framework and internal control environment

to ensure the information relating to credit and market risk exposures and capital adequacy is in compliance

with the Reserve Bank of New Zealand’s (the “RBNZ”) prudential requirements for banks;

●obtained an understanding and assessed the impact of any matters of non-compliance with the RBNZ’s

prudential requirements for banks that relate to credit and market risk exposures and capital adequacy and

inspected relevant correspondence with the RBNZ;

●performed analytical and other procedures on the information relating to credit and market risk exposures and

capital adequacy disclosed in accordance with Schedule 9 of the Order, and considered its consistency with

the annual financial statements; and

●agreed the information relating to credit and market risk exposures and capital adequacy disclosed in

accordance with Schedule 9 of the Order to information extracted from the NZ Banking Group’s models,

accounting records or other supporting documentation, which included publicly available information as

prescribed by clauses 5 and 6 of Schedule 9 of the Order.

The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in

extent than for, a reasonable assurance engagement and consequently the level of assurance obtained in a

limited assurance engagement is substantially lower than the assurance that would have been obtained had a

reasonable assurance engagement been performed. Accordingly, we do not express a reasonable assurance

opinion on compliance with the compliance requirements.

Inherent limitations

Because of the inherent limitations of an assurance engagement, together with the internal control structure, it is

possible that fraud, error or non-compliance with the compliance requirements may occur and not be detected.

A limited assurance engagement on the NZ Banking Group’s information relating to credit and market risk

exposures and capital adequacy prescribed in Schedule 9 of the Order to be included in the Disclosure Statement

in compliance with clause 22 of the Order does not provide assurance on whether compliance will continue in the

future.

Use of report

This report has been prepared for use by the Directors, as a body, for the purpose of establishing that these

compliance requirements have been met.

Our report should not be used for any other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility for any reliance on this report to anyone other than the Directors, as a body, or for any

purpose other than that for which it was prepared.

108Westpac Banking Corporation - New Zealand Banking Group

The engagement partner on the engagement resulting in this independent assurance report is Samuel
Shuttleworth.

PricewaterhouseCoopers Auckland

7 November 2024

Westpac Banking Corporation - New Zealand Banking Group109

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