Information Memorandum for Issuance of Debt Instruments

ASX Release


11 November 2024

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S.
PERSONS
Information Memorandum for Westpac’s U.S.$70,000,000,000 Programme for the
Issuance of Debt Instruments under which Subordinated Instruments may be
issued

Pursuant to ASX Listing Rules 2.1 (Condition 5) and 15.2, attached is the Information
Memorandum dated 8 November 2024 for Westpac Banking Corporation’s
U.S.$70,000,000,000 Programme for the Issuance of Debt Instruments, under which
Subordinated Instruments may be issued. Westpac may, from time to time, offer debt
securities on the terms and conditions described in the Information Memorandum.


For further information:

Jacqueline Boddy
Head of Debt Investor Relations
0448 064 012


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

Disclaimer

This release does not constitute an offer of any securities for sale in the United States, or
in any other jurisdiction in which such offer would not be permitted, and is not for
distribution in the United States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered, sold or delivered in the United States or to, or for the account or
benefit of, U.S. persons, as such terms are defined in Regulation S under the Securities
Act, except in accordance with an applicable exemption from registration. There will be
no public offering of the securities in the United States.


Level 18, 275 Kent Street
Sydney, NSW, 2000

INFORMATION MEMORANDUM
Westpac Banking Corporation
(ABN 33 007 457 141)
(AFSL 233714)
(incorporated with limited liability in Australia and registered in the State of New South Wales)
U.S. $70,000,000,000 Programme for the
Issuance of Debt Instruments
This Information Memorandum has been prepared on the basis that application will be made to the Australian Securities Exchange (the “ASX”)
for subordinated instruments issued pursuant to this Information Memorandum (the “Subordinated Instruments”) to be admitted to listing and/or
trading on the ASX’s wholesale Interest Rate Securities Market. This Information Memorandum has also been prepared on the basis that
Subordinated Instruments issued under the Programme may be unlisted or admitted to listing and/or trading on such other or further listing authority
and/or stock exchange as may be agreed between Westpac Banking Corporation (the “Issuer” or “Westpac”) and the relevant Dealer(s).
This Information Memorandum does not comprise (i) a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part
of the domestic law in the United Kingdom (the “UK”) (the “UK Prospectus Regulation”) or (ii) a base prospectus for the purposes of
Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). This Information Memorandum has been prepared solely
with regard to Subordinated Instruments that are (i) not to be admitted to listing or trading on any regulated market for the purposes of
Directive 2014/65/EU, as amended (“MiFID II”) or Regulation (EU) No. 600/2014 as it forms part of the domestic law in the UK (“UK
MiFIR”) and (ii) not to be offered to the public in a Member State (as defined below) (other than pursuant to one or more of the exemptions
set out in Article 1(4) and/or 3(2) of the EU Prospectus Regulation) or in the UK (other than pursuant to one or more of the exemptions
set out in Section 86 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)).
Instruments issued on a senior, unsubordinated basis may be issued under the Programme on the basis that they will be admitted to trading on
the London Stock Exchange’s Main Market, being a regulated market for the purposes of UK MiFIR (the "Senior Instruments"). The Issuer has
separately published a prospectus (approved by the UK Financial Conduct Authority (the “FCA”), being the UK competent authority for the
purposes of the UK Prospectus Regulation) pursuant to which Senior Instruments may be issued under the Programme.
This Information Memorandum supersedes any previous base prospectus, listing particulars, information memorandum or information
memorandum addendum describing the Programme in respect of Subordinated Instruments. Any Subordinated Instruments issued under the
Programme on or after the date of this Information Memorandum are issued subject to the provisions described herein. This does not affect any
Subordinated Instruments issued before the date of this Information Memorandum.
Factors which could be material for the purpose of assessing the risks associated with an investment in the Subordinated Instruments issued
under the Programme are set out on pages 15 to 57 (inclusive) of this Information Memorandum.
The Subordinated Instruments have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act).

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Arranger for the Programme
UBS Investment Bank
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Daiwa Capital Markets Singapore Limited
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Lloyds Bank Corporate Markets
Mizuho
Morgan Stanley
MUFG
NatWest Markets
Nomura
RBC Capital Markets
SMBC
Société Générale Corporate & Investment
Banking
Standard Chartered Bank
TD Securities
UBS Investment Bank
Westpac Banking Corporation

8 November 2024

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S&P Global Ratings Australia Pty Ltd has assigned Westpac a senior unsecured credit rating of
AA-. The outlook for the rating is stable. The short-term credit rating assigned by S&P Global
Ratings Australia Pty Ltd to Westpac is A-1+. Moody’s Investors Service Pty Limited has assigned
Westpac a senior unsecured credit rating of Aa2. The outlook for the rating is stable. The short-
term credit rating assigned by Moody’s Investors Service Pty Limited to Westpac is P-1.
Neither S&P Global Ratings Australia Pty Ltd nor Moody’s Investors Service Pty Limited is
established in the European Union or has applied for registration under Regulation (EC) No.
1060/2009 (as amended, the “EU CRA Regulation”). Neither S&P Global Ratings Australia Pty
Ltd nor Moody’s Investors Service Pty Limited is established in the UK or has applied for
registration under Regulation (EC) No. 1060/2009 as it forms part of the domestic law in the UK
(the “UK CRA Regulation”). However, the relevant ratings assigned by S&P Global Ratings
Australia Pty Ltd are endorsed by S&P Global Ratings Europe Limited, which is established in the
European Union and registered under the EU CRA Regulation, as well as by S&P Global Ratings
UK Limited, which is established in the UK and is registered under the UK CRA Regulation. The
relevant ratings assigned by Moody’s Investors Service Pty Limited are endorsed by Moody’s
Deutschland GmbH, which is established in the European Union and registered under the EU
CRA Regulation, as well as by Moody’s Investors Service Ltd, which is established in the UK and
registered under the UK CRA Regulation.
The Issuer accepts responsibility for the information contained in this Information Memorandum
and each Pricing Supplement. To the best of the knowledge of the Issuer, the information
contained in this Information Memorandum is in accordance with the facts and this Information
Memorandum does not omit anything likely to affect the import of such information.
Other than in relation to the documents which are deemed to be incorporated by reference (see
the section entitled “Documents Incorporated by Reference” below) the information on the
websites to which this Information Memorandum refers does not form part of this Information
Memorandum.
This Information Memorandum should be read and construed together with any amendment or
supplement thereto and, unless the context otherwise requires, be deemed to include any other
documents incorporated by reference herein and, in relation to any Series (as defined herein) of
Subordinated Instruments, should be read and construed together with the relevant Pricing
Supplement (as defined herein).
No person has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Information Memorandum or any other
document entered into in relation to the Programme or any additional written information supplied
by the Issuer or such other information as has been published in the public domain by the Issuer
and, if given or made, such information or representation should not be relied upon as having
been authorised by the Issuer or any Dealer (as defined in “Subscription and Sale”).
The Dealers have not independently verified the information contained herein. Accordingly, no
representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and neither the Dealers nor any of their respective affiliates make any representation or warranty,
or accept any responsibility or liability, as to the accuracy or completeness of the information
contained or incorporated by reference in this Information Memorandum or any other information
provided by the Issuer in connection with the Programme. To the fullest extent permitted by law,
none of the Dealers and any of their respective affiliates accepts any responsibility for the contents
of this Information Memorandum or for any other statement, made or purported to be made by a

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Dealer or on its behalf in connection with the Issuer or the issue and offering of any Instruments
under the Programme. Each of the Dealers and each of their respective affiliates accordingly
disclaims all and any liability whether arising in tort or contract or otherwise which it might
otherwise have in respect of this Information Memorandum or any such statement. Neither the
delivery of this Information Memorandum nor any Pricing Supplement nor the offering, sale or
delivery of any Subordinated Instrument shall, in any circumstances, create any implication that
the information contained or incorporated by reference in this Information Memorandum or any
other information provided by the Issuer in connection with the Programme is true subsequent to
the date thereof or the date upon which this Information Memorandum has been most recently
amended or supplemented or that there has been no adverse change in the financial situation of
the Issuer since the date thereof or, if later, the date upon which this Information Memorandum
has been most recently amended or supplemented or that any other information supplied in
connection with this Programme is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The distribution of this Information Memorandum and any Pricing Supplement and the offering,
sale and delivery of the Subordinated Instruments in certain jurisdictions may be restricted by law.
Persons into whose possession this Information Memorandum or any Pricing Supplement comes
are required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Subordinated
Instruments and on the distribution of this Information Memorandum or any Pricing Supplement
and other offering material relating to the Subordinated Instruments, see the “Subscription and
Sale” section in this Information Memorandum. In particular, the Subordinated Instruments have
not been and will not be registered under the Securities Act and Subordinated Instruments may
be in bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions,
Subordinated Instruments may not be offered, sold or delivered within the United States or to, or
for the account or benefit of, U.S. Persons. Neither this Information Memorandum nor any Pricing
Supplement may be used for the purpose of an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make
such an offer or solicitation.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Subordinated Instruments are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area (the “EEA”). For
these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97, as amended, where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for
offering or selling the Subordinated Instruments or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Subordinated
Instruments or otherwise making them available to any retail investor in the EEA may be unlawful
under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Subordinated Instruments are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the UK. For these purposes, a “retail investor”
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of the domestic law in the UK; or (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97 in the UK, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently, no key

5

information document required by Regulation (EU) No 1286/2014 as it forms part of the domestic
law in the UK (the “UK PRIIPs Regulation”) for offering or selling the Subordinated Instruments
or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Subordinated Instruments or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET – The Pricing Supplement in respect
of any Subordinated Instruments may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Subordinated Instruments and
which channels for distribution of the Subordinated Instruments are appropriate. Any person
subsequently offering, selling or recommending the Subordinated Instruments (a “MiFID II
distributor”) should take into consideration the target market assessment; however, a MiFID II
distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Subordinated Instruments (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purposes of the
MiFID II product governance rules under EU Delegated Directive 2017/593 (the “MiFID II Product
Governance Rules”), any Dealer subscribing for any Subordinated Instruments is a manufacturer
in respect of such Subordinated Instruments, but otherwise neither the Arranger nor the Dealers
nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II Product
Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET – The Pricing Supplement in respect
of any Subordinated Instruments may include a legend entitled “UK MiFIR Product Governance”
which will outline the target market assessment in respect of the Subordinated Instruments and
which channels for distribution of the Subordinated Instruments are appropriate. Any person
subsequently offering, selling or recommending the Subordinated Instruments (a “UK MiFIR
distributor”) should take into consideration the target market assessment; however, a UK MiFIR
distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own
target market assessment in respect of the Subordinated Instruments (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Subordinated Instruments is a
manufacturer in respect of such Subordinated Instruments, but otherwise neither the Arranger nor
the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK
MiFIR Product Governance Rules.
Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore, as
modified or amended from time to time (the “SFA”) – Unless otherwise stated in the Pricing
Supplement in respect of any Subordinated Instrument, all Subordinated Instruments issued or to
be issued under the Programme shall be prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or an
invitation to subscribe for or purchase any Subordinated Instruments and should not be
considered as a recommendation by the Issuer or the Dealers or any of them that any recipient
of this Information Memorandum or any Pricing Supplement should subscribe for or purchase any

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Subordinated Instruments. Each recipient of this Information Memorandum or any Pricing
Supplement shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the Issuer.
All references in this Information Memorandum to a “Member State” are references to a Member
State of the EEA, references to “U.S.$”, “U.S. dollars” or “U.S. cents” are to the lawful currency
of the United States of America, all references to “A$”, “AUD”, “Australian dollar” and
“Australian cents” are to the lawful currency of Australia, all references to “NZ$” and “NZ cents”
are to the lawful currency of New Zealand, all references to “£”, “Sterling” and “GBP” are to the
lawful currency of the UK, and all references to “Renminbi” and “CNY” are to the lawful currency
of the People’s Republic of China. References to “€”, “EUR”, “euro” or, as the context may require,
“euro cents” are to the currency, introduced at the third stage of European Economic and
Monetary Union pursuant to the Treaty on European Union of those member states of the
European Union which are participating in the European economic and monetary union (the
“Eurozone”). References to “Australia” are to the Commonwealth of Australia, its territories and
possessions.
In connection with the issue of any Tranche (as defined herein) of Subordinated Instruments under
the Programme, the Dealer or Dealers (if any) specified as the stabilising dealers (the “Stabilising
Dealer(s)”) (or persons acting on behalf of any Stabilising Dealer(s)) may, outside Australia and
on a market operated outside Australia and otherwise to the extent permitted by applicable laws
and rules, over-allot Subordinated Instruments or effect transactions with a view to supporting the
market price of the Subordinated Instruments at a level higher than that which might otherwise
prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on
or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Subordinated Instruments is made and, if begun, may cease at any time, but it must
end no later than the earlier of 30 days after the Issue Date of the relevant Tranche of
Subordinated Instruments and 60 days after the date of the allotment of the relevant Tranche of
Subordinated Instruments. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Dealer(s) (or person(s) acting on behalf of any Stabilising Dealer(s)) in
accordance with all applicable laws and rules.
The Subordinated Instruments are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of
securities such as the Subordinated Instruments to retail investors. By purchasing, or
making or accepting an offer to purchase, any Subordinated Instruments from the Issuer
and/or the Dealers, each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each Dealer that it has and will at all times comply with all
applicable laws, regulations and regulatory guidance (whether inside or outside the EEA
or the UK) relating to the promotion, offering, distribution and/or sale of the Subordinated
Instruments (including without limitation MiFID II as implemented in each Member State of
the EEA and UK MiFIR in the UK) and any other applicable laws, regulations and regulatory
guidance relating to determining the appropriateness and/or suitability of an investment
in the Subordinated Instruments by investors in any relevant jurisdiction. Where acting as
agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Subordinated Instruments from the Issuer and/or the
Dealers, the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.

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TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME 9
RISK FACTORS 16
DOCUMENTS INCORPORATED BY REFERENCE 60
TERMS AND CONDITIONS OF THE SUBORDINATED INSTRUMENTS 62
PRO FORMA PRICING SUPPLEMENT 177
USE OF PROCEEDS 196
WESTPAC BANKING CORPORATION 197
INFORMATION CONCERNING THE UNDERLYING SECURITIES 217
TAXATION 220
SUBSCRIPTION AND SALE 225
GENERAL INFORMATION 236

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OVERVIEW OF THE PROGRAMME
This overview must be read as an introduction to this Information Memorandum and any decision
to invest in the Subordinated Instruments should be based on a consideration of this Information
Memorandum as a whole, including the documents incorporated by reference.
Words and expressions defined elsewhere in this Information Memorandum have the same
meanings in this overview.
This Programme has been established by the Issuer to allow for the issue of instruments from
time to time to investors. Details of the types of Subordinated Instruments that may be issued and
the terms and conditions which may apply to them are set out below.
Issuer: Westpac Banking Corporation, acting through its head office.

Issuer Legal Entity Identifier (“LEI”): EN5TNI6CI43VEPAMHL14.
Dealers: Barclays Bank PLC, BNP Paribas, Citigroup Global Markets
Limited, Daiwa Capital Markets Singapore Limited, Deutsche Bank
AG, London Branch, Goldman Sachs International, HSBC Bank
plc, J.P. Morgan Securities plc, Lloyds Bank Corporate Markets
plc, Merrill Lynch International, Mizuho Securities Asia Limited,
Morgan Stanley & Co. International plc, MUFG Securities EMEA
plc, NatWest Markets Plc, Nomura International plc, RBC Europe
Limited, SMBC Bank International plc, Société Générale, Standard
Chartered Bank, The Toronto-Dominion Bank, UBS AG London
Branch, Westpac Banking Corporation and any other dealer
appointed from time to time by the Issuer generally in relation to
the Programme or a particular Tranche.
Fiscal Agent: The Bank of New York Mellon, London Branch.
Programme Amount: The maximum aggregate principal amount of Senior Instruments
and Subordinated Instruments permitted to be outstanding under
the Programme is U.S.$70,000,000,000 (for this purpose, any
instruments denominated in another currency shall be translated
into U.S. dollars at the date of the agreement to issue such
instruments using the spot rate of exchange for the purchase of
such currency against payment of U.S. dollars being quoted by the
Fiscal Agent on the date on which the relevant agreement in
respect of the relevant Tranche was made or such other rate as
the Issuer and the relevant Dealer may agree). The maximum
aggregate principal amount of instruments which may be
outstanding under the Programme may be increased subject to
compliance with the relevant provisions of the Dealership
Agreement.
Essential Characteristics
of the Issuer:
The Issuer is domiciled and incorporated in Australia. The Issuer
was registered on 23 August 2002 as a public company limited by
shares under the Corporations Act 2001 of Australia (the

9

“Corporations Act 2001”).
The Issuer is the ultimate parent of the Westpac Group (as defined
below). Westpac provides a broad range of financial products and
services in our core markets of Australia and New Zealand.
Consumer provides a full range of banking products and services
to customers in Australia through three lines of business consisting
of mortgages, consumer finance and cash and transactional
banking.
Business and Wealth comprises Business Banking, generally up
to A$200 million in exposure, Wealth Management, Private Wealth,
Westpac Pacific and auto finance.
Westpac Institutional Bank (“WIB”) delivers a broad range of
financial products and services to corporate, institutional and
government customers.
Westpac New Zealand provides banking and wealth products and
services for consumer, business and institutional customers in
New Zealand.
Group Businesses includes support functions such as Treasury,
Customer & Corporate Services, Technology, Finance, Human
Resources, Legal and other Enterprise Services. It also includes
Group-wide elimination entries arising on consolidation, centrally
raised provisions and other unallocated revenue and expenses.

Issuance in Series: Subordinated Instruments will be issued in series (each a
“Series”). Each Series may comprise one or more tranches
(“Tranches”) issued on different Issue Dates. The Subordinated
Instruments of each Series will all be subject to identical terms
except that the Issue Date and/or the amount of the first payment
of interest and/or the Issue Price may be different in respect of
different Tranches and a Series may comprise Subordinated
Instruments in more than one denomination. The Subordinated
Instruments of each Tranche will all be subject to identical terms
save that a Tranche may comprise Subordinated Instruments of
different denominations.
Form of Subordinated
Instruments:
Subordinated Instruments shall be issued in bearer form or
registered form. In respect of each Tranche of Subordinated
Instruments issued in bearer form, the Issuer will deliver a
temporary global instrument (a “Temporary Global Instrument”)
or (if so specified in the relevant Pricing Supplement in respect of
Subordinated Instruments to which U.S. Treasury Regulation
§1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”) applies (as so
specified in such Pricing Supplement)) a permanent global
instrument (a “Permanent Global Instrument”). Such global
instruments will be either (i) deposited on or before the relevant
Issue Date therefor with a depositary or a common depositary for
Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking
S.A. (“Clearstream, Luxembourg”) and/or any other relevant
clearing system or (ii) lodged on or before the relevant Issue Date

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thereof with a sub-custodian in Hong Kong for the Central
Moneymarkets Unit Service operated by the Hong Kong Monetary
Authority (“CMU Service”). Each Temporary Global Instrument will
be exchangeable either for a Permanent Global Instrument, or, if
so specified in the relevant Pricing Supplement, for Subordinated
Instruments in definitive bearer form. Each Permanent Global
Instrument will be exchangeable for Subordinated Instruments in
definitive bearer form. Subordinated Instruments in definitive
bearer form will either have interest coupons (“Coupons”)
attached or, if appropriate, a talon (“Talon”) for further Coupons.
Subordinated Instruments in bearer form may in certain
circumstances be exchangeable in accordance with the terms
thereof for Subordinated Instruments in registered form.
Subordinated Instruments in registered form may not be
exchanged for Subordinated Instruments in bearer form.
Currencies: Subordinated Instruments may be denominated in any currency or
currencies subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements. Payments in respect
of Subordinated Instruments may, subject to compliance as
aforesaid, be made in and/or linked to, any currency or currencies
other than the currency in which such Subordinated Instruments
are denominated.
Status: The Subordinated Instruments will be issued on a subordinated
basis and, subject to the prior written approval of the Australian
Prudential Regulation Authority (“APRA”), are expected to qualify
as Tier 2 Capital for the purposes of the Prudential Standards (as
defined in the Terms and Conditions). The rights and claims of
Holders of Subordinated Instruments against the Issuer will be
subordinated on a winding-up of the Issuer.
Netting or Set-Off: Subordinated Instruments are not subject to netting, and without
limitation, neither the Issuer nor any Holder of Subordinated
Instruments is entitled to set-off any amounts due in respect of
Subordinated Instruments held by the Holder against any amount
of any nature owed by the Issuer to the Holder or by the Holder to
the Issuer.
Issue Price: Subordinated Instruments may be issued at any price, as specified
in the relevant Pricing Supplement.
Maturities: Any maturity of not less than five years, subject, in relation to
specific currencies, to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Early Redemption: Subordinated Instruments may be redeemable at the Outstanding
Principal Amount. Subordinated Instruments may only be
redeemed prior to their stated maturity in the limited circumstances
provided for in Condition 8 (Redemption and Purchase) of the
Subordinated Instruments and subject to certain conditions,
including that Westpac has obtained the prior written approval of

11

APRA. Any such approval is at the discretion of APRA and may or
may not be given and Holders should not expect that APRA’s prior
written approval will be given for any redemption or purchase of
Subordinated Instruments if requested by the Issuer. Any
redemption of Subordinated Instruments does not imply or indicate
that the Issuer will in the future exercise any right it may have to
redeem any other outstanding regulatory capital instruments
issued by the Issuer.
Early redemption will be permitted (if specified as “Applicable” in
the relevant Pricing Supplement): (i) as mentioned in “Terms and
Conditions of the Subordinated Instruments – Redemption and
Purchase – Early redemption at the option of the Issuer” following
notice by the Issuer; (ii) for taxation reasons as mentioned in
“Terms and Conditions of the Subordinated Instruments –
Redemption and Purchase – Early redemption for adverse tax
events”; or (iii) for regulatory reasons as mentioned in “Terms and
Conditions of the Subordinated Instruments – Redemption and
Purchase – Early redemption for regulatory events”, but will
otherwise be permitted only to the extent specified in the relevant
Pricing Supplement.
Interest: Subordinated Instruments are interest-bearing. Interest may
accrue at a fixed or floating rate and may vary during the lifetime
of the relevant Series.
Denominations: Subordinated Instruments will be issued in such denominations as
may be specified in the relevant Pricing Supplement (provided that
the minimum denomination of each Subordinated Instrument will
be €100,000 (or the equivalent amount in another currency)),
subject to compliance with all applicable legal and/or regulatory
and/or central bank requirements.
In the case of Subordinated Instruments which have a
denomination consisting of the minimum denomination plus a
higher integral multiple of another smaller amount, so long as the
Subordinated Instruments are represented by a Temporary Global
Instrument or Permanent Global Instrument and the relevant
clearing system(s) so permit, the Subordinated Instruments will be
tradeable only in the minimum denomination and higher integral
multiples of another smaller amount, notwithstanding that no
definitive Subordinated Instruments will be issued over a certain
denomination (as specified in the relevant Pricing Supplement).
Conversion: If the Subordinated Instruments are required to be converted on
account of a Non-Viability Trigger Event in accordance with the
“Terms and Conditions of the Subordinated Instruments – Non-
Viability, Conversion and Write-off and – Procedures for
Conversion”, depending on the circumstances, Holders of
Subordinated Instruments may receive Ordinary Shares (as
defined in the section entitled “Information Concerning the
Underlying Securities”) in the Issuer or the proceeds from the sale

12

thereof. If conversion into Ordinary Shares does not occur for any
reason within 5 ASX Business Days after the Non-Viability Trigger
Event Date, the Subordinated Instruments (or a percentage of the
Outstanding Principal Amount of the Subordinated Instruments)
will be written-off. This means that Holders’ rights in relation to
Subordinated Instruments (including to payments of interest and
accrued interest, and the repayment of the Outstanding Principal
Amount and, where conversion is the primary method of loss
absorption, to be issued with Ordinary Shares in respect of such
Subordinated Instruments) are immediately and irrevocably
written-off and terminated with effect on and from the Non-Viability
Trigger Event Date and it is likely that the Holders of the
Subordinated Instruments will be worse off than holders of
Ordinary Shares.
If any Subordinated Instruments are Converted following a Non-
Viability Trigger Event, it is likely that the Maximum Conversion
Number will apply and limit the number of Ordinary Shares to be
issued. In this case, the value of the Ordinary Shares received is
likely to be significantly less than the Outstanding Principal Amount
of the Subordinated Instruments. The Australian dollar may
depreciate in value against the relevant currency by the time of
Conversion. In that case, the Maximum Conversion Number is
more likely to apply.
Information on the
underlying securities:
The Ordinary Shares are admitted to listing and trading on the ASX
(for further information see the section entitled “Information
Concerning the Underlying Securities”).
Taxation: Payments in respect of Subordinated Instruments or Coupons, or
upon or with respect to the issuance of any Ordinary Shares upon
any Conversion of Subordinated Instruments, will be made without
withholding or deduction for any taxes, duties, assessments or
governmental charges of whatsoever nature imposed or levied by
or on behalf of Australia or any political subdivision or any authority
thereof or therein having power to tax, unless the withholding or
deduction of such taxes, duties, assessments or governmental
charges is required by law. In that event, unless specified
otherwise in the relevant Pricing Supplement, the Issuer will
(subject to customary exceptions) pay such additional amounts as
will result in the Holders receiving such amounts as they would
have received had no such withholding or deduction been
required. Holders should be aware that the Pricing Supplement
prepared in respect of a Tranche of Subordinated Instruments may
modify the terms and conditions set out herein for that Tranche.
This can include, for example, specifying that the call right of the
Issuer, which would ordinarily apply in the event that the Issuer is
required to gross up payments on that tranche of Subordinated
Instruments, will not apply.
Governing Law: Save as provided below, the Subordinated Instruments and all
related contractual documentation will be governed by, and

13

construed in accordance with, English law. Any matter, claim or
dispute arising out of or in connection with the Subordinated
Instruments and all related contractual documentation, whether
contractual or non-contractual, will be governed by, and
determined in accordance with, English law. The provisions of
Conditions 4 (Status of the Subordinated Instruments - General),
5 (Non-Viability, Conversion and Write-off) and 6 (Procedures for
Conversion) (and the defined terms when used in those
Conditions) which relate to subordination, non-viability, conversion
and write-off will be governed by, and construed in accordance
with, the laws of New South Wales, Australia.
Listing: Each Series may be admitted to listing and/or trading on the
wholesale Interest Rate Securities Market of the ASX.
Subordinated Instruments may also be admitted to the Official List
of Euronext Dublin and admitted to trading by Euronext Dublin’s
Global Exchange Market and/or to listing and/or trading by any
other competent listing authority and/or stock exchange as agreed
between the Issuer and the relevant Dealer(s) and specified in the
relevant Pricing Supplement or may be issued on the basis that
they will not be admitted to listing and/or trading by any listing
authority and/or stock exchange.
Terms and Conditions: A Pricing Supplement will be prepared in respect of each Tranche
of Subordinated Instruments a copy of which will:
(a) in the case of Subordinated Instruments admitted to listing
and/or trading on the wholesale Interest Rate Securities Market
of the ASX or by any other competent listing authority and/or
stock exchange, be lodged on or with the relevant competent
listing authority and/or stock exchange by the time required by
the relevant competent listing authority and/or stock exchange;
and
(b) in the case of Subordinated Instruments to be listed on the
Official List of Euronext Dublin and admitted to trading on
Euronext Dublin’s Global Exchange Market, be delivered to
Euronext Dublin and to Euronext Dublin’s Global Exchange
Market as soon as practicable and, in any event, on or before
the closing date for such Subordinated Instruments.
The terms and conditions applicable to each Tranche will be those
set out herein under “Terms and Conditions of the Subordinated
Instruments” as supplemented, modified or replaced by the
relevant Pricing Supplement.
Enforcement of
Subordinated
Instruments in Global
Form:
In the case of Subordinated Instruments in global form, individual
investors’ rights will be governed by a Deed of Covenant dated 11
November 2020 (as amended, supplemented or replaced from
time to time), a copy of which will be available for inspection at the
office of the Fiscal Agent specified on page 240.

14

Clearing Systems: Euroclear, Clearstream, Luxembourg, the CMU Service and/or, in
relation to any Subordinated Instruments, any other clearing
system as may be specified in the relevant Pricing Supplement.
Selling Restrictions: For certain restrictions on offers, invitations, purchases, sales and
deliveries of Subordinated Instruments and on the distribution of
offering material in the USA, the EEA, the UK, Australia, Hong
Kong, Japan, France, the Republic of Ireland, Italy, The
Netherlands, New Zealand, Singapore, Spain, Switzerland and
Taiwan, see the “Subscription and Sale” section.
Cross default: None.

15

RISK FACTORS
Westpac believes that the following material factors may adversely affect its ability to fulfil its
obligations under Subordinated Instruments issued under the Programme. In addition, the inability
of Westpac to pay interest, principal or other amounts on or in connection with any Subordinated
Instruments may occur for other reasons.
Prospective investors should consult their own financial and legal advisers about risks associated
with an investment in such Subordinated Instruments and the suitability of investing in such
Subordinated Instruments in light of their particular circumstances.
Factors which could be material for the purpose of assessing the market risks associated with
Subordinated Instruments issued under the Programme are described below.
Words and expressions defined in the “Terms and Conditions of the Subordinated Instruments”
below or elsewhere in this Information Memorandum have the same meanings in this section,
unless otherwise stated. In this section, references to the “Group”, the “Westpac Group”, “we”,
“us”, or “our” refer to Westpac and its subsidiaries unless the context otherwise requires.
1. Risks relating to the Westpac Group’s business
The Westpac Group has experienced, and could in the future experience, information
security risks, including cyberattacks
Our operations depend on the secure processing, storage and transmission of information on our
systems and those of external suppliers. Despite our measures to protect the confidentiality,
availability and integrity of our information, our information assets may face security breaches,
unauthorised access, malware, social engineering, denial of service attacks, ransomware,
destructive attacks, employee misconduct, human error or other external and internal threats.
These could adversely impact our and others’ confidential information and system availability.
Information security risks are heightened by factors such as new technologies, increased
digitisation, larger volumes of sensitive data, sophisticated cyber crime, supply chain disruptions,
remote and hybrid working, targeting of critical infrastructure providers, geopolitical tensions,
terrorism, state sponsored attacks, and the use of AI in cyberattacks (which can increase the
speed, complexity and effectiveness of cyberattacks), each of which could compromise our
information assets and interrupt our usual operations and those of our customers, suppliers and
counterparties.
Adverse events like data breaches, cyberattacks, espionage and errors (including human-related),
are increasing in frequency and impact. These can cause a range of impacts including financial
instability, reputational damage, disruption to services, contagion risk, in addition to economic and
non-economic losses to us, our customers, shareholders, suppliers, counterparties and others.
Our systems and processes designed to protect against and respond to these threats have not
always been, and may not always be, effective and human error can occur.
Westpac, its customers and other stakeholders could suffer losses from cyberattacks, information
security breaches or ineffective cyber resilience. Consequences could be severe if customer data
is being held in breach of legal or regulatory obligations and that data is compromised as part of

16

an information security incident. We may not always be able to anticipate and prevent or
effectively respond to such incidents, or effectively respond to and/or rectify the resulting damage.
Our suppliers, counterparties, and other parties involved in or who facilitate our activities, financial
platforms and infrastructure as well as our customers’ suppliers and counterparties are also at
risk, which could impact us.
As cyberattacks increase globally, there is a higher likelihood of regulatory enforcement and legal
action for information security failures from customers or shareholders. This could include class
action litigation for issues such as information security risk management failures, misleading
statements about our information security practices or for deficiencies in our response to
cyberattacks and information security threats (including any delayed, deficient or misleading
notifications).
Consequences of successful attacks could include damage to technology infrastructure,
government intervention, service disruptions, loss of customers and market share, data loss,
cyber extortion, customer remediation and/or compensation, breaches of the law, vulnerability to
fraud or scams, litigation, fines, and increased regulatory scrutiny or other enforcement action.
These potential consequences could negatively affect our business, prospects, reputation,
financial performance or financial condition. As cyber threats evolve, we may need to allocate
significant resources and incur additional costs to enhance our systems, address vulnerabilities
or incidents and respond to regulatory changes.
The Westpac Group could be adversely affected by legal or regulatory change
We operate in a highly regulated industry with an environment of sustained legal and regulatory
change and ongoing scrutiny of financial services providers. Our business, prospects, reputation,
financial performance and financial condition have been, and could in the future be, adversely
affected by domestic and international changes to law, regulation, policies, supervisory activities,
regulator expectations, and the requirements of industry codes of practice, such as the Banking
Code of Practice.
Such changes may affect how we operate and have altered, and may in the future alter, the way
we provide our products and services, in some cases requiring us to change or discontinue our
offerings. This includes possible future changes in laws, regulations, policy or regulatory
expectations arising from industry-wide reviews and inquiries. The effects of such changes and
reviews in the past have included, and could continue to include, limiting our flexibility, requiring
us to incur substantial costs (such as costs of systems changes, the levies associated with the
Compensation Scheme of Last Resort, or if our liability for scams or operational costs relating to
scam management or other industry wide issues are increased as a result of legal or regulatory
change), absorbing specialist resources, impacting the profitability of our businesses, requiring
us to retain additional capital, impacting our ability to pursue strategic initiatives or implement
other changes, resulting in us being unable to increase or maintain market share and/or creating
pressure on margins and fees.
A failure to manage legal or regulatory changes effectively and in the timeframes required has
resulted, and could in the future result, in the Group not meeting its compliance obligations. It
could also result in enforcement action, penalties, fines, civil litigation, capital impacts and
ultimately loss of business licences. Managing large volumes of regulatory change contributes to

17

execution risk. Updates to our technology, systems and processes to keep pace with legal and
regulatory change may not always be successful, and such changes can increase the risk of flaws,
human error or unintended consequences. This is exacerbated by frequent requirements for
change. Significant management attention, costs and resources may be required to update
existing, or implement new, processes to comply with such changes. The availability of skilled
personnel required to implement changes may be limited.

There is additional information on certain aspects of regulatory changes affecting the Group in
the section entitled ‘Significant developments’ below and the sections entitled ‘Critical accounting
assumptions and estimates’ and ‘Future developments in accounting standards’ in Note 1 to the
Issuer’s consolidated audited annual financial statements for the year ended 30 September 2024
(which are incorporated by reference in this Information Memorandum).

The Westpac Group has been and could be adversely affected by failing to comply with
laws, regulations or regulatory policy
We are responsible for ensuring that we comply with all applicable legal and regulatory
requirements and industry codes of practice in the jurisdictions in which we operate or obtain
funding.
We are subject to compliance and conduct risks. These risks are exacerbated by the complexity
and volume of regulation, and the level of ongoing regulatory change, including where we interpret
our obligations and rights differently to regulators or a Court, tribunal or other body, or where
applicable laws (in different jurisdictions or between regimes in Australia) conflict. The potential
for this is heightened when regulation is new, untested or is not accompanied by extensive
regulatory guidance, or where industry consultation is limited.
Our compliance and conduct management system (which is designed to support our commitment
to satisfying regulatory requirements and the effective management of compliance and conduct
risk for the benefit of customers, other stakeholders and financial markets) has not always been,
and may not always be, effective. Breakdowns have occurred, and may in the future occur,
including due to a failure to exercise good judgement in the decisions we make, flaws in the design
or implementation of controls or processes, or when new measures are implemented. These
factors can result in a failure by the Group to meet its compliance obligations (including obligations
to report or provide information to regulators). As reviews and change programs are progressed,
compliance issues have been, and will likely continue to be, identified.
Conduct risk has occurred, and could continue to occur, through the provision of products and
services to customers (including vulnerable customers and customers in hardship) that do not
meet their needs or do not meet the expectations of the market. It has occurred, and could
continue to occur, through the deliberate, reckless, negligent, accidental or unintentional conduct
of our employees, contractors, agents, authorised representatives, credit representatives and/or
external services providers that results in the circumvention or inadequate implementation of our
controls, processes, policies or procedures. This could occur through a failure to meet
professional obligations to specific clients (including fiduciary, suitability, responsible lending and
hardship requirements), weakness in risk culture, corporate governance or organisational culture,
poor product design and implementation, failure to adequately consider customer needs or selling
products and services outside of customer target markets, or human error. These risks are
heightened where there has been, or is in the future, inadequate supervision and oversight of our
distribution channels. A failure by our people to comply with the behaviours we expect, our policies

18

and procedures, or the law, could also negatively impact other employees, which could lead to
outcomes including litigation and reputational damage for Westpac. Where third parties have
contributed to conduct risk (for example, where customers misrepresent their position on product
applications and we have failed to identify it), Westpac and its related entities may have limited
recourse against these third parties, and regulatory outcomes may not be mitigated by third party
culpability.
These factors have resulted, and could continue to result, in poor customer outcomes (including
for vulnerable customers and customers in hardship), a failure by the Group to meet its
compliance obligations (or to promptly detect, report and/or remedy non-compliance) and other
outcomes including impacts which may compromise the integrity of the markets in which we
operate or data we report, reputational damage, increased regulatory surveillance or investigation
and employment disputes in relation to consequence management. We are currently subject to a
number of investigations, reviews and industry inquiries by, and have and continue to respond to
a number of requests from, domestic and international regulators including the Australian
Prudential Regulation Authority (“APRA”), the Australian Securities and Investments Commission
(“ASIC”), the Australian Taxation Office (“ATO”), the Australian Competition and Consumer
Commission (“ACCC”), the Australian Transaction Reports and Analysis Centre (“AUSTRAC”),
the Banking Code Compliance Committee, the Financial Industry Regulatory Authority, the
Australian Financial Complaints Authority, the Reserve Bank of New Zealand (“RBNZ”) and the
Fair Work Ombudsman, the Federal Financial Supervisory Authority and the Bank of Papua New
Guinea’s Financial Analysis and Supervision Unit, involving significant resources and costs (which
may divert specialist resources from other programs of work).
Regulatory reviews and investigations have in the past, and may in the future, result in a regulator
taking administrative or enforcement action against the Group and/or its representatives.
Regulators have broad powers, and in certain circumstances, can issue directions to us (including
in relation to product design and distribution and remedial action). Regulators could also pursue
civil or criminal proceedings, seek substantial fines, civil penalties, compliance regimes or other
enforcement outcomes. Penalties can be (and have been) more significant where it has taken
some time to identify contraventions, or to investigate, correct or remediate contraventions, where
there are patterns of similar conduct, or where there has been awareness of contraventions.
These risks are heightened where we fail to meet our obligations (or the expectations of
regulators) in areas of particular regulatory focus. For example, in relation to vulnerable customers,
customers in hardship and indigenous customers or where regulators consider issues to be
material or indicate systemic issues. In addition, regulatory investigations may lead to adverse
findings against directors and management, including potential disqualification. The allocation of
resources to regulatory reviews and investigations can also impede other activities, including
change, simplification and remediation activities.
APRA can also require the Group to hold additional capital either through a capital overlay or
higher risk weighted assets (including in response to a failure to comply with prudential standards
and/or expectations including in relation to, for example, stress testing and liquidity management).
Following the commencement of civil penalty proceedings, APRA imposed a A$500 million
Culture, Governance and Accountability Review overlay and a further A$500 million Risk
Governance overlay to our required operational risk capital in 2019. On 19 July 2024, APRA
announced the reduction of the Group’s total operational risk capital overlay from A$1 billion to
A$500 million. This increased the Common Equity Tier 1 (“CET1”) capital ratio by approximately
18 basis points, reflecting a reduction in risk weighted assets of A$6,250 million. This change was

19

applied with immediate effect. If the Group incurs additional capital overlays, we may need to
raise additional capital, which could have an adverse impact on our financial performance.
The political and regulatory environment that we operate in has seen (and may continue to see)
the expansion of powers of regulators along with materially increased civil penalties and fines for
corporate and financial sector misconduct or non-compliance and an increase in criminal
prosecutions against institutions and/or their employees and representatives (including where
there is no fault element). This could also result in reputational damage and impact the willingness
of customers, investors and other stakeholders to deal with Westpac. Given the size of Westpac
and scale of its activities, a failure by Westpac may result in multiple contraventions, which could
lead to significant financial and other penalties. The introduction of the Financial Accountability
Regime may heighten these risks as it imposes a strengthened responsibility and accountability
framework.
Regulatory investigations or actions commenced against the Group have exposed, and may in
the future expose, the Group to an increased risk of litigation brought by third parties (including
through class action proceedings), which may require us to pay compensation to third parties
and/or to undertake further remediation activities. In some cases, the amounts claimed and/or to
be paid may be substantial. Market developments suggest the scope and nature of potential
claims is expanding, including in relation to cyber incidents, financial crime and environmental,
social and governance issues. We have incurred significant remediation costs on a number of
occasions (including compensation payments and costs of correcting issues) and new issues may
arise requiring remediation. We have faced, and may continue to face, challenges in effectively
and reliably scoping, quantifying and implementing remediation activities, including determining
how to compensate impacted parties properly, fairly and in a timely way. Remediation activities
may be affected or delayed by a number of factors including the number of customers (or other
parties) affected, the commencement of investigations or litigation (including regulatory or class
action proceedings), requirements of regulators (including as to the method or timeframe for
remediation) or difficulties in locating or contacting affected parties and any reluctance of affected
parties to respond to contact. Investigation of the underlying issue may be impeded due to the
passage of time, technical system constraints, or inadequacy of records. Remediation programs
may not prevent regulatory action or investigations, litigation or other proceedings from being
pursued, or sanctions being imposed.
Regulatory investigations, inquiries, litigation, fines, penalties, infringement notices, revocation,
suspension or variation of conditions of regulatory licences or other enforcement or administrative
action or agreements (such as enforceable undertakings) have and could, either individually or in
aggregate with other regulatory action, adversely affect our business, prospects, reputation,
financial performance or financial condition and increases class action risk.
There is additional information on certain regulatory and other matters that may affect the Group
(including class actions) in the section entitled ‘Significant developments’ below and the sections
entitled ‘Critical accounting assumptions and estimates’ and ‘Future developments in accounting
standards’ in Note 1 to the Issuer’s consolidated audited annual financial statements for the year
ended 30 September 2024 (which are incorporated by reference in this Information Memorandum).

20

The Westpac Group has suffered, and in the future could suffer, losses and be adversely
affected by the failure to implement effective risk management
Our risk management framework has not always been, and may not in the future be, fully effective.
The resources we have in place for identifying, measuring, evaluating, monitoring, reporting and
controlling or mitigating material risks may not always be adequate. This may arise due to
inadequacies in the design of the framework or key risk management policies, controls and
processes, the design or operation of our remuneration structures and consequence
management processes, technology failures, our corporate structure, incomplete implementation
or embedment, or failure by our people (including contractors, agents, authorised representatives
and credit representatives) to comply with or properly implement our policies and processes. The
potential for these types of failings is heightened if we do not have appropriately skilled, trained
and qualified people in key positions or we do not have sufficient capacity, including people,
processes and technology, to appropriately manage risks.
There are also inherent limitations with any risk management framework. Risks may exist, or
emerge in the future, that we have not anticipated or identified.
The risk management framework may also prove ineffective because of weaknesses in risk
culture or risk governance practices and policies. For example, where there is a lack of awareness
of our policies, controls and processes or where they are not adequately complied with, monitored,
audited or enforced. This may result in poor decision-making or risk and control weaknesses not
being identified, escalated or acted upon.
We periodically review our risk management framework to determine if it remains appropriate.
Our ongoing analysis and reviews, in addition to regulatory feedback, have highlighted that while
there have been improvements, the risk management framework is still not operating satisfactorily
in a number of respects and needs continued focus.
As part of our risk management framework, we measure and monitor risks against our risk
appetite. When a risk is out of appetite, we aim to take steps to bring this risk back into appetite.
This may include improving the design of our risk management framework and supporting policies.
However, we may not always be able to bring a risk back within appetite within proposed
timeframes or implement effective improvements. This may occur because, for example, the
required changes involve significant complexity, or because we experience delays in enhancing
our information technology systems, or we do not have sufficient appropriately trained staff for
required activities (including where staff are occupied by other regulatory change or remediation
projects), or because of an operational failure. It is also possible that due to external factors
beyond our control, certain risks may be inherently outside of appetite for periods of time.
Westpac developed the Integrated Plan (“IP”) to address the root causes of our risk governance
shortcomings which led to the Enforceable Undertaking (“EU”) with APRA in December 2020 in
relation to our risk governance remediation and supporting the strengthening of our risk
governance, accountability and culture. We completed the IP in December 2023, as committed.
Promontory Australia (as Independent Reviewer) issued its final report on 30 April 2024
confirming that Westpac has successfully completed the IP. This report and previously issued
reports are published on our website at https://www.westpac.com.au/about-westpac/media/core/.
Westpac is continuing to focus on the sustainability and effectiveness of the uplift delivered by the
Integrated Plan through a transition phase in 2024.

21

If any of our governance or risk management processes and procedures prove ineffective or
inadequate or are otherwise not appropriately implemented or we do not bring risks into appetite,
we could be exposed to higher levels of risk than expected and sustained or increased regulatory
scrutiny and action. While improvements in risk culture can drive early and increased self-
identification and remediation of compliance concerns, this can also highlight concerns that may
lead to further regulatory action. This may result in financial losses, imposition of capital
requirements, breaches of compliance obligations, fines and reputational damage, and significant
remediation which could adversely affect our business, prospects, financial performance or
financial condition.

The Westpac Group could suffer losses due to technology failures

Maintaining the reliability, availability, integrity, confidentiality, security and resilience of our
information and technology is crucial to our business. While the Group has a number of processes
in place to preserve and monitor the availability, and facilitate the recovery, of our systems, there
is a risk that our information and technology systems may be inadequate, fail to operate properly
or result in outages, including from events wholly or partially beyond our control.

If we experience a technology failure, we may fail to meet a compliance obligation (such as a
requirement to retain records and/or data for a certain period, or to destroy records and/or data
after a certain period, or other risk management, privacy, business continuity management or
outsourcing obligations), or our employees and our customers may be adversely affected,
including through the inability for them to access our products and services, privacy breaches, or
the loss of personal data. This could result in reputational damage, remediation costs and a
regulator commencing an investigation and/or taking action, or others commencing litigation,
against us. Technology issues in the financial sector can also affect multiple institutions. This
means we could impact, or be impacted by, other institutions.

The use of legacy systems, as well as work underway to uplift our technological capabilities, may
heighten the risk of a technology failure, change management issues and the risk of non-
compliance with our regulatory obligations or poor customer outcomes. Projects aimed at
simplifying/streamlining our systems (including our UNITE program) will require the allocation of
significant resources (including specialist expertise) and incur costs. In addition, the risk of
technology failure, regulatory non-compliance or poor customer outcomes may be heightened
while those projects are being undertaken, or post-implementation where there are unanticipated
outcomes or impacts. We are also exposed to the risk that such projects may not be completed
on time or may require further resources or funding than anticipated. The success of such projects
relies in part on having robust governance arrangements and appropriate oversight at board and
senior executive level, and the risk of regulatory non-compliance, poor customer outcomes,
delays, increased cost or demand on resources can be heightened where we fall short in these
areas.

Failure to regularly renew and enhance our technology to deliver new products and services,
comply with regulatory obligations and ongoing regulatory changes, improve automation of our
systems and controls, and meet our customers’ and regulators’ expectations, or to effectively
implement new technology projects, could result in cost overruns, technology failures (including
due to human error in implementation), reduced productivity, outages, operational failures or
instability, compliance failures, reputational damage and/or the loss of market share. This could
place us at a competitive disadvantage and also adversely affect our business, prospects,
financial performance or financial condition.

22

The Westpac Group could suffer losses due to geopolitical events

We, our customers and our suppliers operate businesses and hold assets in different geographic
locations. Significant risks remain including from geopolitical instability, conflicts, trade tensions,
tariffs, sanctions, social disruption, civil unrest, war, terrorist activity, acts of international hostility,
and complicity with or reluctance to take action against certain types of crimes.

Such events could affect domestic and international economic stability and impact consumer and
investor confidence which in turn could disrupt industries, businesses, service providers and
supply chains and ultimately adversely impact economic activity. This could lead to shortages of
materials and labour, higher energy costs and commodity prices, volatility in markets and damage
to property. This in turn could affect asset values and impact customers’ ability to repay amounts
owing to us, and our ability to recover amounts owing. All of these impacts could adversely affect
our business, prospects, financial performance or financial condition. The current global
landscape is marked by significant conflict and heightened tensions, which have the potential to
further intensify these impacts.

Climate change and other sustainability factors such as human rights and natural capital
may have adverse effects on the Westpac Group’s business
Climate and other sustainability-related risks have had and are likely to have adverse effects on
us, our customers, external suppliers, and the communities in which we operate. Managing these
risks is challenging given the significant uncertainties in modelling climate and other sustainability-
related risks and opportunities and in assessing their impact.
Climate related risks may manifest as physical risks, transition risks, and risks related to legal and
regulatory action.
Physical risks from climate change include risks to us directly, as well as to customers, suppliers
and other stakeholders that may impact us due to disruption or changes to business activities,
income, business models, asset values, insurability of assets (or the availability/affordability of
insurance), and frequency or extent of damage to assets. These risks could arise from increases
and variability in temperatures, changes in precipitation, rising sea levels, loss of natural capital
(including biodiversity loss), and more severe and frequent climatic events, including fires, storms,
floods and droughts. Such events could also increase human rights risk and/or increase customer
vulnerability.
Transition risks are risks that the transition to a lower carbon economy could impact Westpac.
This could occur from climate change mitigation, obsolescence of certain businesses including
from energy transition, changes in investor appetite, shifting customer preferences, technology
developments and changes in regulatory expectations/policy. Transition risks could emerge
through our lending to certain customers that experience reduced revenues or asset values or
increased costs, which in turn impacts our credit risk. Westpac may also be directly impacted by
transition risks, or be unable to reduce our exposure to impacted customers, suppliers and other
third parties.
Our ambition to become a net-zero, climate resilient bank, has led and will lead to changes in
policies and processes which may present associated execution risk. Our ability to meet our
commitments and targets is in part dependent on the orderly transition of the economy towards
net-zero, which may be impacted by external factors including (but not limited to) government and

23

other policies, investment, electricity grid capacity, and constraints in the development and supply
of technology, infrastructure and the skilled labour required to deliver the necessary change. Our
ability to transition, including to meet our targets and commitments, may also be impacted by
challenges faced by customers in meeting their own transition plans and commitments.
The high dependency of the economy on nature means natural capital loss is a risk to us, primarily
through our exposure to customers that are materially dependent or impact on nature. Natural
capital refers to the stock of renewable and non-renewable natural resources (e.g. plants, animals,
air, water, soils, minerals) that combine to yield a flow of benefits to people. Natural capital loss
can also contribute to, and be accelerated by, climate change. Increasing recognition and
responses to this risk also create heightened regulatory and stakeholder expectations on Westpac.
As with our climate ambitions, our ambition to become a nature positive bank will lead to changes
to policies and processes which may present associated execution risk, and our ability to meet
those ambitions will be impacted by external factors outside our control. Global strategies and
standards for nature positivity are at an early stage, which increases regulatory risk and
uncertainty.
Our business may be exposed to social and human rights risks through our operations, our supply
chain and in the provision of financial services. If we fail to adequately identify and manage these
risks, we may cause, contribute to, or be directly linked to adverse social and human rights
impacts. This includes a risk that we provide financial services to, or use services provided by,
parties involved in human rights abuses or criminal activity, or that our platforms and products
may be exploited for criminal purposes.
While we seek to manage and assess social risks and act if we identify risks, we cannot be certain
that our assessment will uncover these risks and/or enable us to act. This could be because of
the increasing sophistication of perpetrators and/or our monitoring systems and analytics have
not kept pace with change.
Data relevant to our assessment and management of climate, and other sustainability-related
risks continues to mature. In some cases, we require data from third parties to estimate our
exposure and risks. If those data sources are not sufficiently available or reliable, there is a risk
that our decision making, including target setting and reporting, could be affected and we may not
be able to meet our targets and commitments. Associated risks increase where disclosure of data
is required by mandatory reporting.
Failure or perceived failure to adapt the Group’s strategy, governance, procedures, systems
and/or controls to proactively manage or disclose climate and other sustainability-related risks
and opportunities (including, for example, perceived misstatement of, or failure to adequately
implement or meet, sustainability claims, commitments and/or targets) may give rise to business,
reputational, legal and regulatory risks. This includes financial and credit risks that may impact
our profitability and outlook, and the risk of regulatory action or litigation (including class actions)
against us and/or our customers.
We may also be subject, from time to time, to legal and business challenges due to actions
instituted by activist or other groups. Examples of areas which have attracted activism and
challenges include: the financing of businesses perceived to be at greater risk from climate-
related physical and transition risks and/or perceived not to demonstrate responsible
management of climate or other sustainability issues; and climate and sustainability related

24

disclosures (including net-zero or emissions reduction strategies, targets and policies).
Scrutiny from regulators, shareholders, activists and other stakeholders on climate-related risk
management practices, lending policies, targets and commitments, and other sustainability
products, claims and marketing practices will likely remain high. Applicable legal and regulatory
regimes, policies, and reporting and other standards are also evolving. For example, in Australia,
mandatory climate reporting has been introduced, and there is an increased compliance and
enforcement focus by ASIC and ACCC on a range of issues related to sustainability, sustainable
finance, and monitoring/investigation of related claims. This increases compliance, legal and
regulatory risks, and costs.
The failure to comply with financial crime obligations has had, and could have further,
adverse effects on the Westpac Group’s business and reputation
The Group is subject to anti-money laundering and counter-terrorism financing (“AML/CTF”) laws,
anti-bribery and corruption laws, economic and trade sanctions laws and tax transparency laws
in the jurisdictions in which it operates (“Financial Crime Laws”). These laws can be complex
and, in some circumstances, impose a diverse range of obligations. As a result, regulatory,
operational and compliance risks are heightened. In some jurisdictions (e.g. the Pacific region)
financial crime risks are elevated beyond the Group’s risk appetite requiring an appropriate action
plan to reduce risk, and return to within appetite.
Financial Crime Laws require us to report certain matters and transactions to regulators (such as
international funds transfer instructions, threshold transaction reports, suspicious matter reports,
FATCA and CRS reports) and ensure that we know who our customers are and that we have
appropriate ongoing customer due diligence in place. The failure to comply with some of these
laws has had, and in the future could have, adverse impacts for the Group.
The Group operates within a landscape that is constantly changing, particularly with the
emergence of new payment technologies, ongoing legislative reform impacting Financial Crime
Laws, increased regulatory focus on digital assets, and increasing reliance on economic and trade
sanctions to manage issues of international concern. These developments bring with them new
financial crime risks for the Group (as well as other risks including scams and fraud, and criminal
activity that utilises a variety of technology and platforms), which may require adjustments to the
Group’s systems, policies, processes and controls.
There has been, and continues to be, a focus on compliance with financial crime obligations, with
regulators globally commencing investigations and taking enforcement action for identified non-
compliance (often seeking significant penalties). Due to the Group’s scale of operations, an
undetected failure or the ineffective implementation, monitoring or remediation of a system, policy,
process or control (including a regulatory reporting obligation) has resulted, and could in the future
result, in a significant number of breaches of AML/CTF or other Financial Crime Laws. This in turn
could lead to significant financial penalties and other adverse impacts for the Group, such as
reputational damage and litigation risk.
While the Group has systems, policies, processes and controls in place designed to manage its
financial crime obligations (including reporting obligations), these have not always been, and may
not in the future always be, effective. This could be for a range of reasons including, for example,
a deficiency in the design of a control or a technology failure or a change in financial crime risks

25

or typologies. Our analysis and reviews, in addition to regulator feedback, have highlighted that
our systems, policies, processes and controls are not always operating satisfactorily in a number
of respects and require improvement. We continue to have an increased focus on financial crime
risk management and, as such, further issues requiring attention have been identified and may
continue to be identified.
Although the Group provides updates to various regulators on its remediation and other program
activities, there is no assurance that those or other regulators will agree that its remediation and
program update activities will be adequate or effectively enhance the Group’s compliance
programs.
If we fail to comply with our financial crime obligations, we have faced, and could in the future
face, significant regulatory enforcement action and other consequences (as discussed in the risk
factor entitled ‘We have been and could be adversely affected by failing to comply with laws,
regulations or regulatory policy’) and increased reputational risks (as discussed in the risk factor
entitled ‘Reputational damage has harmed, and could in the future harm, our business and
prospects’).

There is additional information on financial crime matters in the section entitled ‘Significant
developments’ below.

Reputational damage has harmed, and could in the future harm, the Westpac Group’s
business and prospects
Reputational risk arises where there are differences between stakeholders’ current and emerging
perceptions, beliefs and expectations and our past, current and planned activities, processes,
performance and behaviours.
Potential sources of reputational damage include where our actions (or those of our contractors,
agents, authorised representatives and credit representatives) cause, or are perceived to cause,
a negative outcome for customers, shareholders, stakeholders or the community. Reputational
damage could also arise from the failure to effectively manage risks, failure to comply with legal
and regulatory requirements, enforcement or supervisory action by regulators, adverse findings
from regulatory reviews, failure or perceived failure to adequately prevent or respond to
community, environmental, social and ethical issues or expectations and cyber incidents, and
inadequate record-keeping, which may prevent Westpac from demonstrating that, or determining
if, a past decision was appropriate at the time it was made. We are also exposed to contagion
risk from incidents in (or affecting) other financial institutions and/or the financial sector more
broadly (for example, issues affecting the cash-in-transit industry and the potential for disruption
to the availability of cash, as well as flow on consequences including runs on cash).
There are potential reputational consequences (together with other potential commercial and
operational consequences) of failing to appropriately identify, assess and manage environmental,
social and governance related risks, or to respond effectively to evolving standards and
stakeholder expectations. Our reputation could also be adversely affected by the actions of
customers, suppliers, contractors, authorised representatives, credit representatives, joint-
venture partners, strategic partners or other counterparties.
Failure, or perceived failure, to address issues that could or do give rise to reputational risk, has
created, and could in the future create, additional legal risk, subject us to regulatory investigations,

26

regulatory enforcement actions, fines and penalties or litigation or other actions brought by third
parties (including class actions), and the requirement to remediate and compensate customers,
including prospective customers, investors and the market. It could also result in the loss of
customers or restrict the Group’s ability to efficiently access capital markets. This could adversely
affect our business, prospects, financial performance or financial condition.
The Westpac Group has and could suffer losses due to litigation
Litigation has been, and could in the future be, commenced against us by a range of plaintiffs,
such as customers, shareholders, employees, suppliers, counterparties, activists and regulators
and may, either individually or in aggregate, adversely affect the Group’s business, operations,
prospects, reputation or financial condition.
In recent years, there has been an increase in class action proceedings in the broader market,
many of which have resulted in significant monetary settlements. The risk of class actions has
been heightened by a number of factors, including regulatory enforcement actions, an increase
in the number of regulatory investigations and inquiries, a greater willingness on the part of
regulators to commence court proceedings, more intense media scrutiny, the increasing prospect
of regulatory reforms which might eliminate some of the current barriers to such litigation, and the
growth of third party litigation funding and other funding arrangements. Class actions commenced
against a competitor could also lead to similar proceedings against Westpac and a competitor’s
response to those actions may impact attitudes of counterparties to Westpac proceedings.
Activism strategies directed at financial institutions, particularly in the area of climate change,
sustainability and energy transition, have also increased globally in recent years, where the focus,
including through the commencement of proceedings, may be to publicly highlight particular
issues, to enforce legal or regulatory standards, or to influence the financial institution to change
its operations and activities. Westpac is currently, and in the future may be, exposed to such
litigation and/or strategies employed by activist shareholders or organisations.
Litigation is subject to many uncertainties and the outcome may not be predicted accurately.
Furthermore, the Group’s ability to respond to and defend litigation may be adversely affected by
inadequate record keeping. The Group’s ability to settle litigation on reasonable terms will be
affected by attitudes of counterparties.
Depending on the outcome of any litigation, the Group has been, and may in the future be,
required to comply with broad court orders, including compliance orders, enforcement orders or
otherwise pay significant damages, fines, penalties or legal costs. There is a risk that the actual
penalty or damages paid following a settlement or determination by a Court for any legal
proceedings may be materially higher or lower than any relevant provision (where applicable) or
that any contingent liability may be larger than anticipated. There is also a risk that additional
litigation or contingent liabilities arise, all of which could adversely affect our business, prospects,
reputation, financial performance or financial condition.
There is additional information on certain legal proceedings that may affect the Group in the
section entitled ‘Significant developments’ below and in Note 25 to the Issuer’s consolidated
audited annual financial statements for the year ended 30 September 2024 (which are
incorporated by reference in this Information Memorandum).

27

The Westpac Group is exposed to adverse funding market conditions
We rely on deposits, global money markets and global capital markets to fund our business and
source liquidity. Our liquidity and costs of obtaining funding are related to funding market and
general economic conditions, in addition to our creditworthiness and credit profile.
Funding sources can be unpredictable and experience periods of extreme volatility, disruption
and decreased liquidity. Market conditions, and the behaviour of market participants, can shift
significantly over very short periods of time. The main risks we face are damage to market
confidence, changes to the access and cost of funding and reduction in appetite for exposure to
Westpac, as well as the potential impacts arising from broader macroeconomic themes.
Additionally, a shift in investment preferences could result in deposit withdrawals that would
increase our need for funding from other sources. These other sources may offer lower levels of
liquidity and increase costs.
If market conditions deteriorate due to economic, political, regulatory, or other reasons (including
those idiosyncratic to Westpac), there may also be a loss of confidence in bank deposits leading
to unexpected withdrawals. These events can transpire quickly and be exacerbated by
information transmission on social media. This could increase funding costs, constrain our liquidity,
funding and lending activities and threaten our financial solvency. In such events, even robust
levels of capital may not be sufficient to safeguard Westpac against detrimental loss of funding.
If our current sources of funding prove to be insufficient, we may need to seek alternatives which
will depend on factors such as market conditions, our credit ratings, reputation and confidence
issues and market capacity. Even if available, these alternatives may be more expensive or on
unfavourable terms, which could adversely affect our financial performance, liquidity, capital
resources or financial condition.
If we are unable to source appropriate funding, we may be forced to reduce business activities
(e.g. lending) or operate with smaller liquidity buffers. This may adversely impact our business,
liquidity, capital resources, financial performance or financial condition. If we are unable to source
appropriate funding for an extended period, or if we can no longer realise liquidity, we may not be
able to pay our debts as and when they fall due or meet other contractual obligations.
We also enter into collateralised derivative obligations, which may require us to post additional
collateral based on market movements. This has the potential to adversely affect our liquidity or
ability to use derivatives to hedge interest rate, currency and other financial risks.
The Westpac Group could be adversely affected by the risk of inadequate capital levels
The Group is subject to the risk of an inadequate level or composition of capital to support our
business activities and meet regulatory capital requirements under normal operating
environments or stressed conditions, and to maintain our solvency. Even robust levels of capital
may not be sufficient to ensure the ongoing sustainability of Westpac in the event of a bank run,
where depositors quickly withdraw funds because of concerns about bank failure.
Our capital levels are determined by regulation and risk appetite and informed by stress testing.
Buffers on regulatory requirements have been built to assist in maintaining capital adequacy

28

during stressed times. We determine our management buffers taking into consideration various
factors. These include our balance sheet, forecasts, portfolio mix, potential capital headwinds
(including real estate valuations, inflation and rising rates) and stressed outcomes, (also noting
that models and assumptions may or may not be accurate in predicting the nature and magnitude
of particular stress events). The macroeconomic environment, stressed conditions and/or
regulatory framework could result in a material increase to risk weighted assets or impact our
capital adequacy, trigger capital distribution constraints, threaten our financial viability and/or
require us to undertake a highly dilutive capital raising.
Capital distribution constraints apply when an ADI’s CET1 Capital ratio is within the prudential
capital buffer range (consisting of the Capital Conservation Buffer plus any Countercyclical Capital
Buffer). Such constraints could impact future dividends and distributions on Additional Tier 1
(“AT1”) capital instruments. Should AT1 and Tier 2 capital securities that we have issued be
converted into ordinary shares (for example where our CET1 ratio falls below a certain level or
APRA determines we would become non-viable without conversion of capital instruments or
equivalent support), this could significantly dilute the value of existing ordinary shares. Additionally,
it should be noted that APRA is currently consulting on a proposal to phase out AT1 capital
instruments (see further discussion in the section entitled ‘Significant developments’ below).
The Westpac Group’s business is substantially dependent on the Australian and New
Zealand economies, and could be adversely affected by a material downturn or shock to
these economies or other financial systems
Our revenues and earnings are dependent on domestic and international economic activity,
business conditions and the level of financial services our customers require. Most of our business
is conducted in Australia and New Zealand so our performance is influenced by the level and
cyclical nature of activity in these countries. The financial services industry and capital markets
have been, and may continue to be, adversely affected by volatility, global economic conditions
(including inflation and rising interest rates), external events, geopolitical instability, political
developments, cyberattacks or a major systemic shock.
Market and economic disruptions (or the possibility of interest rates remaining higher for longer
than anticipated) could cause consumer and business spending to decrease, unemployment to
rise, demand for our products and services to decline and credit losses to increase, thereby
reducing our earnings. These events could undermine confidence in the financial system, reduce
liquidity, impair access to funding and adversely affect our customers and counterparties.
Given Australia’s export reliance on China, slowdown in China’s economic growth and foreign
policies (including the adoption of protectionist trade measures or sanctions) could negatively
impact the Australian economy. This could result in reduced demand for our products and
services and affect supply chains, the level of economic activity and the ability of our borrowers
to repay their loans.
The nature and consequences of any such event are difficult to predict but each of these factors

29

could adversely affect our business, prospects, financial performance or financial condition.
Declines in asset markets could adversely affect the Westpac Group’s operations or
profitability and an increase in impairments and provisioning could adversely affect its
financial performance or financial condition
Declines in Australian, New Zealand or other asset markets, including equity, bond, residential
and commercial property markets, have adversely affected, and could in the future adversely
affect, our operations and profitability. Declining asset prices including as a result of change in
taxation policies and potential legislation to restrict rents, could also impact customers and
counterparties and the value of security (including residential and commercial property) we hold.
This may impact our ability to recover amounts owing to us if customers or counterparties default.
It may also affect our impairment charges and provisions, in turn impacting our financial
performance, financial condition and capital levels. Declining asset prices could also impact our
wealth management business as its earnings partly depend on fees based on the value of
securities and/or assets held or managed.
We establish provisions for credit impairment based on accounting standards using current
information and our expectations. If economic conditions deteriorate beyond our expectations,
some customers and/or counterparties could experience higher financial stress, leading to an
increase in impairments, defaults and write-offs, and higher provisioning. Changes in regulatory
expectations in relation to the treatment of customers in hardship could lead to increased
impairments and/or higher provisioning. Such events could adversely affect our liquidity, capital
resources, financial performance or financial condition.
Credit risk also arises from certain derivative, clearing and settlement contracts we enter into, and
from our dealings in, and holdings of, debt securities issued by other institutions and government
agencies, the financial conditions of which may be affected to varying degrees by economic
conditions in global financial markets.
Sovereign risk may destabilise financial markets adversely
Potential sovereign contractual defaults, sovereign debt defaults and the risk that governments
will nationalise parts of their economy including assets of financial institutions (such as Westpac)
could negatively impact the value of our holdings of assets. Such an event could also destabilise
global financial markets, adversely affecting our liquidity, financial performance or financial
condition.
The Westpac Group could be adversely affected by the failure to maintain our credit ratings
Credit ratings are independent opinions on our creditworthiness. Our credit ratings can affect the
cost and availability of our funding and may be important to investors, certain institutional
customers and counterparties when evaluating their investments in the Group, our products and
services.
A rating downgrade could be driven by a downgrade of Australia’s sovereign credit rating, a
material weakening in our financial performance, or one or more of the risks identified in this
section or by other events including changes to the methodologies rating agencies use to
determine credit ratings. A credit rating or rating outlook could be downgraded or revised where

30

credit rating agencies believe there is a very high level of uncertainty on the impact to key rating
factors from a significant event.
A downgrade to our credit ratings could have an adverse effect on our cost of funds, collateral
requirements, liquidity, competitive position, our access to capital markets and our financial
stability. The extent and nature of these impacts would depend on various factors, including the
extent of any rating change, differences across agencies (split ratings) and whether competitors
or the sector are also impacted.
The Westpac Group faces intense competition in all aspects of its business
The financial services industry is highly competitive. We compete with a range of firms, including
retail and commercial banks, investment banks, other financial service companies, fintech
companies and businesses in other industries with financial services aspirations. This includes
those competitors who are not subject to the same capital and regulatory requirements as us or
who derive substantial revenue from other markets, which may allow those competitors to operate
more flexibly and with lower costs of funds.
Emerging competitors are increasingly altering the competitive environment by adopting new
business models or seeking to use new technologies to disrupt existing business models.
The competitive environment may also change as a result of increased scrutiny by regulators in
the sector (such as in the payments space, or as a result of the recommendations following the
ACCC’s inquiry into the market for the supply of retail deposit products) and other legislative
reforms, which will stimulate competition, improve customer choice and likely give rise to
increased competition from new and existing firms.
Competition in the various markets in which we operate has led, and may continue to lead, to a
decline in our margins or market share.
Deposits fund a significant portion of our balance sheet and have been a relatively stable source
of funding. If we are not able to successfully compete for deposits this could increase our cost of
funding, lead us to seek access to other types of funding, or result in us reducing our lending.
Our ability to compete depends on our ability to offer products and services that meet evolving
customer preferences. Not responding to changes in customer preferences could see us lose
customers. This could adversely affect our business, prospects, financial performance or financial
condition.
The Westpac Group has suffered, and could continue to suffer, losses due to operational
risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people
and systems or from external events. It includes, among other things, model risk, data risk,
operations risk, change execution risk and third party risk. While we have policies, processes and
controls in place to manage these risks, these have not always been, or may not be, effective.
Ineffective processes and controls (including those of our contractors, agents, authorised
representatives and credit representatives, or inadequate supervision and oversight of their

31

activities) have resulted in, and could continue to result in, adverse outcomes for customers,
employees or other third parties.
The risk of operational breakdowns occurring is heightened if measures are implemented quickly
in response to external events. These types of operational failures may result in financial losses,
customer remediation, regulatory scrutiny and intervention, fines, penalties and capital overlays
and, depending on the nature of the failure, litigation, including class action proceedings.
Examples of operational risks include:
• Fraud and scams. We have incurred, and could in the future incur, losses from fraud and
scams, including fraudulent applications for loans (including misrepresentations by
customers), or from incorrect or fraudulent payments and settlements. Such losses,
including the potential for additional customer compensation and financial penalties,
could increase significantly due to regulatory change (for example, if the Group does not
adhere to obligations set out in the impending mandatory cross industry scams code
framework and/or a UK style bank reimbursement scheme is implemented in Australia or
New Zealand, making Australian and New Zealand banks liable to compensate scam
victims). Fraudulent conduct can also arise from external parties seeking to access our
systems or customer accounts, the use of mule accounts and where identification records
are compromised due to third party cybersecurity events. These risks are heightened by
real-time transaction capability, and we are also exposed to contagion risk from incidents
affecting other institutions. If systems, procedures and protocols for preventing and
managing fraud, scams or improper access to our systems and customer accounts fail,
or are inadequate or ineffective, they could lead to losses which could adversely affect
our customers, business, prospects, reputation, financial performance or financial
condition. Regulatory and compliance requirements can impede the ability to swiftly
identify or respond to a fraud or scam, or to communicate with affected parties.
• Records management. We could incur losses from a failure to adequately implement and
monitor effective records management policies and processes. This could impact our
ability to safeguard or locate relevant records, respond to production and regulatory
notices, conduct remediation, and generally meet records lifecycle management and
compliance obligations. Where there are inadequacies or complexities in our systems,
these risks are further heightened, for example retaining records and data for, or
destroying records or de-identifying records after a certain period.
• Artificial Intelligence (“AI”). As we increase the adoption of AI to support our customers
and business processes, we may become more exposed to risks associated with the use
of technology, such as lack of transparency, inaccurate data input, risk of unintentional
bias or inaccurate outputs, breaches of confidentiality and privacy obligations, and
inaccurate decisions or unintended consequences that are inconsistent with our policies
or values. In addition, failure or delays in adopting AI could lead to competitive
disadvantages or otherwise not leveraging capability that could better support risk
management or improve customer outcomes. These could have financial, regulatory,
conduct, reputational and customer impacts.
• Third party. We rely on third parties, both in Australia and overseas, to provide services
to us and our customers. Failures by these third parties, including our authorised
representatives and credit representatives, to deliver services as required and in
accordance with law, regulation and regulatory expectations could disrupt our ability to
provide products and services and adversely impact our customers, operations, financial

32

performance or reputation. For example, we rely on third parties to provide cash transport,
handling and storage services. With reduced demand for cash placing pressure on the
cash-in-transit (“CIT”) industry, we are exposed to operational risk including loss of (or
delays in accessing) cash held by CIT providers on our behalf, reduced availability of
cash in the system generally (which could lead to a run on cash), and related
consequences where we or our customers suffer loss or damage due to disruptions to
CIT services.
• Change execution. We are exposed to change execution risk through delivery of
technology and other change programs. There are risks that a change program fails to
deliver the desired outcomes, or fails to reduce, pre-empt, mitigate and manage the
challenges associated with transformation delivery. This could result in business
disruption and delays, technology challenges, financial loss or further regulatory scrutiny.
If our technology systems or financial infrastructure do not operate correctly, this may
also cause loss or damage to us or our customers. This can also arise from complexities
in our systems, and the interaction between those systems. This could include, for
example, where systems issues result in incorrect fees or charges being applied to
customers, or other poor customer outcomes.
• Insurance coverage. There is a risk that we will not be able to obtain and/or have not
obtained appropriate insurance coverage for the risks that we may be exposed to. This
could be due to lack of available or adequate insurance, an increase in the cost of
insurance, or failure of the insurance underwriter. If an insurance policy is not available
or does not respond to a loss, we will not have the ability to recover its loss from an
insurance policy.
The Westpac Group could suffer losses due to market volatility
Market risk is the risk of an adverse impact on the Group’s financial performance, financial position,
capital and liquidity, resulting from changes in market factors, such as foreign exchange rates,
commodity prices, equity prices, credit spreads and interest rates. Market risk is present in both
banking book and trading book. We are exposed to market risk due to our financial markets
businesses, asset and liability management, our holdings in liquid asset securities and our defined
benefit plan.
Changes in market factors could be driven by a variety of developments including economic
disruption, geopolitical events, market liquidity or concerns relating to major market participants
or sectors. The resulting market volatility could potentially lead to losses and may adversely affect
our financial performance.
As a financial intermediary, we underwrite listed and unlisted debt securities. We could suffer
losses if we fail to syndicate or sell down this risk to others. This risk is more pronounced in times
of heightened market volatility.
Poor data quality could adversely affect the Westpac Group’s business and operations
Having accurate, complete and reliable data, supported by appropriate data controls, retention
and, destruction methods and access to internal frameworks and processes, is critical to the
effective operation of Westpac’s businesses. Data plays a key role in determining how we provide
products and services to customers, the effectiveness of our systems and risk management

33

frameworks and our ability to make effective decisions and strategic planning.
Some of our businesses are affected by poor data quality and/or limited data availability. This has
been, and may continue to be, due to a number of factors, including inadequacies across systems,
processes and policies, or ineffectively implemented data management frameworks.
Poor data quality could lead to poor customer service outcomes, adverse risk management
outcomes, deficient system outputs and processes. This is because inadequacies in data quality
renders that data unreliable to assist in making informed business decisions. Deficiencies with
internal systems and processes could negatively impact Westpac’s decision-making in areas such
as the provision of credit to a customer, and the terms on which a credit facility is provided. The
production of accurate data is also critical for other functions across the Westpac Group, such as
financial and other reporting (internal and external).
Poor data quality and availability impacts the ability for Westpac’s business to effectively monitor
and manage their operations, comply with production notices, respond to regulatory notices,
defend and respond to litigation and conduct remediation activities. Conflicting data retention or
destruction obligations may increase that risk.
Poor data and/or poor data retention/destruction methods, deficient controls that result in control
gaps and weaknesses, negatively impact Westpac’s ability to meet its compliance obligations
(including its regulatory reporting obligations). In the past this has led to regulatory investigations
or adverse findings and actions against Westpac, and such actions are likely to continue if we do
not maintain an acceptable level of quality for the data we hold and use, as well as having effective
oversight practices in place.
The data related frameworks and processes that we have in place must be continuously reviewed,
and improved where required, to ensure our data quality and data management practices remain
relevant, fit for purpose and sustainable. This is because outdated or unsustainable practices may
lead to inefficient data management practices and / or poor quality data.
Potential consequences from holding data that is of a poor quality and/or having poor data
oversight and controls include adversely impacting on the ability for the Group to effectively
operate its existing businesses, securing prospective business from third parties, its reputation,
financial performance and financial condition.
Certain strategic decisions may have adverse effects on the Westpac Group’s business
We routinely evaluate and implement strategic decisions, priorities and objectives including
simplification, diversification, innovation, divestment, investment, acquisition, business expansion
initiatives or decisions to shut down some operations. Each of these activities can be complex,
costly and may not proceed in a timely manner. For example, we may experience difficulties in
completing certain transactions, separating or integrating businesses in the scheduled timeframe
or at all, disruptions to operations, diversion of management resources or higher than expected
transaction costs, there may be impacts on third parties, and there may be differing market views
about a strategic choice, which may cause reputational damage.
Any failure to successfully divest businesses means that we may have sustained exposure to
higher operating costs and to the higher inherent risks in those businesses. Decisions to retain

34

businesses means we may be exposed to the higher inherent risks in those businesses. For
example, our Pacific businesses face a number of risks including heightened operational risk,
sovereign risk, financial crime and exchange control risks which could adversely affect our
customers, business, prospects, reputation, financial performance or financial condition. In
addition, as part of the now-completed Specialist Businesses transactions, we have given a
number of warranties and indemnities in favour of counterparties relating to certain pre-completion
matters and made certain other contractual commitments, including in relation to transitional
services. Warranties, indemnities and commitments may also be given in the future in relation to
other divestments we undertake. Claims under these warranties, indemnities and other
contractual commitments may result in us being liable to make significant payments to these
counterparties while the various contractual liability regimes remain on foot. For potential matters
related to conduct and customer redress, additional operational risk capital is held against this
risk pursuant to APRA’s published guidance. These contingent liabilities are described in Note 25
to the Issuer’s consolidated audited annual financial statements for the year ended 30 September
2024 (which are incorporated by reference in this Information Memorandum).
We also acquire and invest in businesses. These transactions involve a number of risks and costs.
A business we invest in may not perform as anticipated, may result in the assumption of unknown
and unaccounted for liabilities, regulatory risks or may ultimately prove to have been overvalued
when the transaction was entered into.
Operational, cultural, governance, compliance and risk appetite differences between us and an
acquired business may lead to longer and more costly integration.
There are risks involved in not implementing strategies successfully due to internal factors, for
example, inadequate funding, resourcing, business capabilities or operating model, or failing to
identify, understand or respond effectively to changes in the external business environment,
including economic, geopolitical, regulatory, consumer sentiment, technological, environmental,
social and competitive factors. This could have a range of adverse effects on us, such as being
unable to increase or maintain market share or resulting pressure on margins and fees.
Any of these risks could have a negative impact on our business, growth prospects, reputation,
engagement with regulators, financial performance or financial condition.
Other risks:
• The Westpac Group’s failure to recruit and retain key executives, employees and
Directors may have adverse effects on our business, prospects, reputation, financial
performance or financial condition. Macro-environmental factors including low
unemployment, restricted migration levels, on-shoring of work and the competitive talent
market, may also have an adverse impact on attracting specialist skills for the Group.
• Changes to the ‘critical accounting assumptions and estimates’ outlined in Note 1
to the Issuer’s consolidated audited annual financial statements for the year ended
30 September 2024 could expose the Westpac Group to losses greater than those
anticipated or recognised, which could adversely affect our financial performance,
financial condition and reputation.

35

2. Risks related to the market generally
The secondary market generally
Subordinated Instruments may have no established trading market when issued, and one may
never develop. If a market does develop, it may not be very liquid. Therefore, investors may not
be able to sell their Subordinated Instruments easily or at prices that will provide them with a yield
comparable to similar investments that have a developed secondary market. This is particularly
the case for Subordinated Instruments that are especially sensitive to interest rate, currency or
market risks, are designed for specific investment objectives or strategies or have been structured
to meet the investment requirements of limited categories of investors. These types of
Subordinated Instruments would generally have a more limited secondary market and more price
volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the
market value of Subordinated Instruments.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Subordinated Instruments in the Specified
Currency. This presents certain risks relating to currency conversions if an investor’s financial
activities are denominated principally in a currency or currency unit (the “Investor’s Currency”)
other than the Specified Currency. These include the risk that exchange rates may change
significantly (including changes due to devaluation of the Specified Currency or revaluation of the
Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may
impose or modify exchange controls. An appreciation in the value of the Investor’s Currency
relative to the Specified Currency would decrease (i) the Investor’s Currency-equivalent yield on
the Subordinated Instruments, (ii) the Investor’s Currency-equivalent value of the principal
payable on the Subordinated Instruments and (iii) the Investor’s Currency-equivalent market
value of the Subordinated Instruments.
Government and monetary authorities may impose (as some have done in the past) exchange
controls that could adversely affect an applicable exchange rate. As a result, investors may
receive less interest or principal than expected, or no interest or principal.
Credit or corporate ratings may not reflect all risks
One or more independent rating agencies may assign ratings to the Subordinated Instruments
and/or the Issuer. The ratings may not reflect the potential impact of all risks related to structure,
market, additional factors discussed in this section, and other factors that may affect the value of
the Subordinated Instruments or the standing of the Issuer. A credit rating and/or a corporate
rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by
the rating agency at any time.
3. Risks related to Subordinated Instruments generally
The Subordinated Instruments are loss absorption instruments that involve risk and may
not be a suitable investment for all investors
The Subordinated Instruments are loss absorption instruments designed to comply with
applicable Australian banking regulations and involve certain risks. Each potential investor in the
Subordinated Instruments must determine the suitability (either alone or with the help of a financial
adviser) of an investment in the Subordinated Instruments in light of its own circumstances. In

36

particular, each potential investor should understand thoroughly the terms of the Subordinated
Instruments, such as the provisions governing the Conversion or Write-off, including under what
circumstances a Non-Viability Trigger Event could occur. Further, any regulatory or legislative
change introduced following the APRA Discussion Paper may result in no other junior ranking
subordinated instruments being on issue to absorb losses ahead of Tier 2 instruments, such as
the Subordinated Instruments, potentially increasing the likelihood of the Subordinated
Instruments being Converted or Written-off in case of the occurrence of a Non-Viability Trigger
Event.
A potential investor should not invest in the Subordinated Instruments unless it has the knowledge
and expertise (either alone or with the help of a financial adviser) to evaluate how the
Subordinated Instruments will perform, subject to the risks set forth herein, the resulting effects
on the likelihood of the Conversion or Write-off and the value of the Subordinated Instruments,
and the resultant impact on the potential investor’s overall investment portfolio. Prior to making
an investment decision, potential investors should consider carefully, in light of their own financial
circumstances and investment objectives, all the information contained in or incorporated by
reference into this Information Memorandum.
Investments in Subordinated Instruments are not deposit liabilities or protected accounts
under Australian legislation
The Subordinated Instruments are not deposit liabilities or protected accounts of the Issuer for
the purposes of the Banking Act 1959 of Australia (the “Banking Act”) or Financial Claims
Scheme and will not be subject to the depositor protection provisions of Australian banking
legislation. The Subordinated Instruments will not be guaranteed or insured by any Australian
government, government agency or compensation scheme of Australia or any other jurisdiction.
Payments are subject to satisfaction of the Solvency Condition
All of the Issuer’s obligations to make payments in respect of the Subordinated Instruments are
subject to the Solvency Condition being satisfied.
If the Solvency Condition is not satisfied (that is, if the Issuer is not able to pay its debts as they
fall due, or the Issuer’s Assets do not exceed its Liabilities, both at the time the payment is due or
immediately after making the payment) no payment will be made in respect of the Subordinated
Instruments. The Issuer’s failure to pay in such circumstances will not be an Event of Default and
any unpaid principal will accrue interest and interest not paid will accrue with compounding until
it is paid and will be payable on the first Business Day on which the Issuer meets the Solvency
Condition. However, if a Non-Viability Trigger Event occurs, all of the Issuer’s obligations to make
payments in respect of the Subordinated Instruments (to the extent Converted or Written-off)
(including in respect of accrued but unpaid interest) will cease and Holders will have no rights to
recover any unpaid amounts (although if Conversion is the primary method of loss absorption as
specified in the Pricing Supplement, Holders will receive Ordinary Shares upon Conversion,
assuming the Issuer is able to Convert the Subordinated Instruments).
A Non-Viability Trigger Event may occur
If a Non-Viability Trigger Event occurs, the Issuer must Convert the Subordinated Instruments to
Ordinary Shares or, if Write-off is specified in the Pricing Supplement as being the primary method
of loss absorption, Write-off the Subordinated Instruments. Even if Conversion is specified in the
Pricing Supplement as being the primary method of loss absorption, the Subordinated
Instruments may, in certain circumstances, still be subject to Write-off. See “Termination of rights

37

where Conversion does not occur or if Write-off is the primary method of loss absorption” below.
A Non-Viability Trigger Event occurs when APRA notifies the Issuer in writing that it believes:
• Conversion or Write-Off of Subordinated Instruments (or conversion, write-off or write-
down of Relevant Securities) is necessary because, without it, the Issuer would become
non-viable; or
• a public sector injection of capital, or equivalent support, is necessary because, without
it, the Issuer would become non-viable.
The point of “non-viability” is entirely within the discretion of APRA. The circumstances in which
APRA may exercise its discretion are not limited to when APRA may have a concern about a
bank’s capital levels but may also include when APRA has a concern about a bank’s funding and
liquidity levels or any other matters affecting a bank's viability. APRA has not provided extensive
guidance as to how it will determine “non-viability”. However, APRA has indicated that non-viability
is likely to arise prior to insolvency. “Non-viability” could be expected to include serious impairment
of the Issuer’s financial position, concerns about its capital, funding or liquidity levels and/or
insolvency or potential loss of investor and/or customer confidence with respect to the Issuer’s
overall financial resilience. However, it is possible that APRA’s definition of non-viability may not
necessarily be confined to these matters and APRA’s position on these matters may change over
time. As the occurrence of a Non-Viability Trigger Event is at the discretion of APRA, there can be
no assurance given as to the factors and circumstances that might give rise to such an event. A
Non-Viability Trigger Event could occur at any time. It could occur on dates not previously
contemplated by investors or which may be unfavourable in light of then-prevailing market
conditions or investors’ individual circumstances or timing preferences.
In addition, APRA has broad powers under Australian legislation (including but not limited to the
Banking Act and the Australian Prudential Regulation Authority Act 1998 of Australia) with respect
to the regulation of “authorised deposit-taking institutions” (“ADIs”) and instruments issued by
ADIs such as the Subordinated Instruments. For example, these powers could potentially be used,
in appropriate circumstances, to invoke trigger event features (such as write-off) in instruments
such as the Subordinated Instruments. In these circumstances where the Subordinated
Instruments are Written-off, holders will likely be worse off than holders of Ordinary Shares.
The Issuer has frameworks in place to manage capital, funding and liquidity risk to lower the risk
of experiencing financial difficulty.
The section entitled “Risks relating to Westpac’s business” sets out a number of general risks
associated with the Issuer’s businesses. If one, or a combination, of these risks leads to a
significant capital loss, or prolonged difficulties in raising funding or maintaining sufficient liquidity,
the Issuer believes this may be the type of situation in which APRA would become concerned and
notify the Issuer that it has become non-viable. It should be noted that these are examples. The
risks outlined in the section entitled “Risks relating to Westpac’s business” are not exhaustive and
there may be other risks which affect the financial performance and condition of the Issuer and
consequently, the likelihood of the occurrence of a Non-Viability Trigger Event.
Conversion following a Non-Viability Trigger Event
Upon the occurrence of a Non-Viability Trigger Event, if Conversion is the primary method of loss
absorption and if Subordinated Instruments are required to be Converted (see “Order of

38

Conversion of Relevant Securities”, below), all or some Subordinated Instruments (or a
percentage of the Outstanding Principal Amount of each Subordinated Instrument) will Convert
into the applicable Conversion Number of Ordinary Shares, subject to the Maximum Conversion
Number. In these circumstances, it is likely that the Maximum Conversion Number will apply and
limit the number of Ordinary Shares to be issued. Upon Conversion, the value of Ordinary Shares
received is likely to be significantly less than the Outstanding Principal Amount of the
Subordinated Instruments because:
• the VWAP during the 5 ASX Business Days on which trading in Ordinary Shares took
place immediately preceding but not including the Non-Viability Trigger Event Date may
differ from the Ordinary Share price on or after that date;
• the number of Ordinary Shares holders receive for each Subordinated Instrument on
Conversion is limited by the Maximum Conversion Number, which is based on 20 per
cent. of the Issue Date VWAP. It is likely that the Maximum Conversion Number will apply
if a Non-Viability Trigger Event has occurred and limit the number of Ordinary Shares to
be issued; and
• where the Specified Currency is other than the Australian dollar, the Australian dollar may
depreciate in value against the Specified Currency by the time of Conversion. Any
depreciation of the Australian dollar against the Specified Currency by the time of
Conversion will increase the likelihood of the Maximum Conversion Number applying on
Conversion and will likely also reduce the Specified Currency equivalent of Ordinary
Shares received, particularly if such depreciation is significant. This is because:
o the Maximum Conversion Number is based on an Issue Date VWAP in Australian
dollars and the Specified Currency Outstanding Principal Amount of each
Subordinated Instrument converted to Australian dollars is based on the spot rate of
exchange at the time of issue; and
o the Conversion Number is based on the VWAP in Australian dollars at the time of
Conversion and the Specified Currency Outstanding Principal Amount of each
Subordinated Instrument converted to Australian dollars is based on the spot rate of
exchange at the time of Conversion.
The Maximum Conversion Number may be adjusted to reflect a consolidation, division or
reclassification, or pro rata bonus issue, of Ordinary Shares. However, no adjustment will be made
to it on account of other transactions which may affect the price of Ordinary Shares, including for
example, rights issues, returns of capital, buy-backs or special dividends. The transactions that
the Issuer may undertake with respect to its share capital are not limited and any such action may
increase the risk that Holders receive only the Maximum Conversion Number and so adversely
affect the position of Holders.
However, even if Conversion is the primary method of loss absorption, the Subordinated
Instruments may, in certain circumstances, still be subject to Write-off. See “Termination of rights
where Conversion does not occur or if Write-off is the primary method of loss absorption” below.
Ordinary Shares
While the Issuer currently has Ordinary Shares listed on the ASX, the Ordinary Shares issued on
Conversion may not be listed, for example, if the Issuer is acquired by another entity and delisted.

39

The Ordinary Shares may not be able to be sold at prices representing their value based on the
VWAP. In particular, the VWAP will be based on trading days which occurred immediately before
the occurrence of the Non-Viability Trigger Event.
Ordinary Shares are a different type of investment to the Subordinated Instruments. Dividends
are payable at the absolute discretion of the Issuer and the amount of each dividend is also
discretionary. In a Winding-Up, claims of holders of Ordinary Shares rank behind claims of holders
of all other securities and debts of the Issuer. There may be no market in Ordinary Shares received
on Conversion and investors may not be able to sell the Ordinary Shares at a price equal to the
value of their investment or at all and as a result may suffer a loss. Furthermore, the market price
of Ordinary Shares may be more sensitive than that of Subordinated Instruments to changes in
the Issuer’s performance, operational issues and other business issues.
Potential investors in Subordinated Instruments should understand that if a Non-Viability Trigger
Event occurs and Subordinated Instruments are Converted, investors are obliged to accept
Ordinary Shares or have such Ordinary Shares issued to a Sale and Transfer Agent to be
delivered or sold on their behalf.
Order of Conversion of Relevant Securities
If the Issuer is only required to convert a certain amount of Relevant Securities, the Issuer will
determine the amount of Subordinated Instruments which will be Converted or Written-off and
other Relevant Securities which will be converted, written-off or written-down as follows:
• first, the Issuer will convert, write-off or write-down an amount of the outstanding principal
amount of all outstanding Relevant Tier 1 Securities (if any) before Conversion or Write-
off of the Subordinated Instruments; and
• second, if conversion, write-off or write-down of those Relevant Tier 1 Securities is not
sufficient, the Issuer will Convert or Write-off the Subordinated Instruments and convert,
write-off or write-down other Relevant Tier 2 Securities, on a pro-rata basis or in a manner
that is otherwise, in the opinion of the Issuer, fair and reasonable (subject to such
adjustments as the Issuer may determine to take into account the effect on marketable
parcels and the need to round to whole numbers of Ordinary Shares and the authorised
denominations of any Relevant Tier 2 Securities remaining on issue, and the need to
effect the conversion, write-off or write-down immediately),
but such determination will not impede the immediate Conversion or Write-Off of the relevant
Subordinated Instruments or percentage of the Outstanding Principal Amount of each
Subordinated Instrument or, if applicable, termination of the relevant Holders’ rights and claims.
However, the Issuer has no obligation to have or maintain on issue Relevant Tier 1 Securities and
any regulatory or legislative change introduced following the APRA Discussion Paper may result
in less or no Relevant Tier 1 Securities being on issue which are required to be converted, written-
off or written-down ahead of Subordinated Instruments and other Relevant Tier 2 Securities. The
Issuer gives no assurance that there will be any Relevant Tier 1 Securities on issue prior to or at
the time at which the Subordinated Instruments may be required to be Converted or Written-off.

40



Termination of rights where Conversion does not occur or if Write-off is the primary
method of loss absorption
If Conversion of a Subordinated Instrument (or a percentage of the Outstanding Principal Amount
of the Subordinated Instrument) does not occur for any reason within 5 ASX Business Days after
the Non-Viability Trigger Event Date (including, for example, due to applicable law, order of a court
or action of any government authority, including regarding the insolvency, Winding-Up or other
external administration of the Issuer or as a result of the Issuer’s inability or failure to comply with
its obligations under the Terms and Conditions of the Subordinated Instrument in relation to
Conversion), or if Write-off is specified in the Pricing Supplement as being the primary method of
loss absorption, then the Subordinated Instrument (or a percentage of the Outstanding Principal
Amount of the Subordinated Instrument to be Converted or Written-off) will be Written-off and the
rights of Holders in relation to such Subordinated Instrument (including to payments of interest
and accrued but unpaid interest, and the repayment of the Outstanding Principal Amount and,
where Conversion is the primary method of loss absorption, to be issued with Ordinary Shares in
respect of such Subordinated Instruments) will be immediately and irrevocably written-off and
terminated with effect on and from the Non-Viability Trigger Event Date and investors will lose all
or some of their investment, will not receive any compensation and will likely be worse off than
holders of Ordinary Shares.
In certain circumstances, an investor holding Subordinated Instruments subject to
Conversion may not receive Ordinary Shares, only the proceeds thereof, as the Ordinary
Shares would be issued upon Conversion to a Sale and Transfer Agent for immediate sale,
which sale is likely to occur when market conditions are not favourable
lf Subordinated Instruments are held by the operator of a Clearing System, then in respect of a
Non-Viability Trigger Event Date:
(a) provided a Clearing System Participant has provided the Issuer and, if appointed, the
relevant Sale and Transfer Agent with certain details relating to its holding of Ordinary
Shares (such as name, address and security account details) by the Clearing System Cut-
Off Date (which will be specified in the Pricing Supplement) the Clearing System Participant
will be entitled to receive the Ordinary Shares; or
(b) the Clearing System Participant will receive the proceeds of the sale of the Ordinary Shares
from one or more Sale and Transfer Agents,
in accordance with the Terms and Conditions of the Subordinated lnstruments. If a Clearing
System Participant fails to provide the required information, notifies the Issuer that it does not
wish to receive Ordinary Shares on or prior to the Clearing System Cut-off Date, or would be an
Ineligible Holder, the Clearing System Participant will not be entitled to receive Ordinary Shares
and will instead receive the proceeds of their sale (after deducting any applicable brokerage fees,
stamp duty and other taxes (including, without limitation, FATCA Withholding) and charges) by a
Sale and Transfer Agent.
It is expected that all Subordinated Instruments will be held by one or more Clearing System
Participants (and will be held for so long as the Subordinated Instruments are represented by a
Temporary Global Instrument or Permanent Global Instrument).

41

In certain circumstances including, for example, where Subordinated lnstruments are held by an
Ineligible Holder or a Holder has notified the lssuer that it does not wish to receive Ordinary Shares
on Conversion, then, on a Non-Viability Trigger Event Date, such Holder's rights (including to
payments of interest and accrued interest and the repayment of the Outstanding Principal Amount
and, where Conversion is the primary method of loss absorption, to be issued with Ordinary
Shares in respect of such Subordinated Instruments) in relation to each Subordinated Instrument
will be immediately and irrevocably written off and terminated. The lssuer will in these
circumstances issue the Conversion Number of Ordinary Shares to one or more Sale and Transfer
Agents to hold on trust for sale for the benefit of the Holder.
An “Ineligible Holder” is:
• a Holder who is prohibited or restricted by any applicable law or regulation in force in
Australia from being offered, holding or acquiring Ordinary Shares. This would include,
but is not limited to, restrictions under Chapter 6 of the Corporations Act 2001, the Foreign
Acquisitions and Takeovers Act 1975 of Australia, the Financial Sector (Shareholdings)
Act 1998 of Australia and Part lV of the Competition and Consumer Act 2010 of Australia;
or
• a Foreign Holder. A “Foreign Holder” is a Holder (a) whose place of residence is outside
Australia or (b) who the lssuer otherwise believes may not be a resident of Australia and,
in either case, the lssuer is not satisfied that the laws of both the Commonwealth of
Australia and the Holder’s country of residence would permit the unconditional offer to,
or the unconditional holding or acquisition of Ordinary Shares by, the Holder (although
the lssuer is not bound to enquire and any decision is in its sole discretion).
Where the Ordinary Shares are issued to one or more Sale and Transfer Agents, the Sale and
Transfer Agent will have no duty to seek a fair market price, or to engage in an arm’s length
transaction in such sale, and may not be able to sell the Ordinary Shares at all. In addition, market
conditions are likely to have deteriorated following the Non-Viability Trigger Event that caused the
Conversion and their market value may be significantly less than the value of the Subordinated
Instruments.
To enable the Issuer to issue Ordinary Shares to a Holder on Conversion, Holders need to have
appropriate securities accounts in Australia for the receipt of Ordinary Shares and to provide to
the Issuer or, if appointed, the Sale and Transfer Agent, prior to the Clearing System Cut-Off Date
specified in the Pricing Supplement, their name and address and certain security holder account
and other details. Holders should understand that a failure to provide this information to the Issuer
or, if appointed, the Sale and Transfer Agent, by the Clearing System Cut-Off Date may result in
the Issuer issuing the Ordinary Shares to the Sale and Transfer Agent who will sell the Ordinary
Shares and pay the net proceeds to the Holders. In this situation, Holders will have no rights
against the Issuer in relation to the Conversion and will not be able to trade in any Ordinary Shares
issued to the Sale and Transfer Agent.
The Issuer may fail to pay principal, interest or other amounts and there are limited
remedies available for an Event of Default
There is a risk that the Issuer may default on payment of some or all of the principal, interest or
other amounts payable on the Subordinated Instruments. If the Issuer does not pay some or all
of the principal, interest or other amounts payable on the Subordinated Instruments, Holders may

42

lose some or all of the money invested in Subordinated Instruments.
The remedies available to Holders in the event of non-payment are limited. Failure to pay because
the Solvency Condition is not satisfied is not an Event of Default.
If an amount is not paid in circumstances where the Solvency Condition has been satisfied, that
is an Event of Default and the Holder may institute proceedings:
• to recover any amount then due and payable but unpaid on its Subordinated Instrument
(subject to the Issuer being able to make the payment and remain Solvent);
• to obtain an order for specific performance of any other obligation in respect of its
Subordinated Instrument; or
• for a winding-up of the Issuer in Australia.
There is a risk that the entire amount owed may not be recovered even if the Holder institutes
proceedings against the Issuer. Further, although the Terms and Conditions may specify certain
remedies (for example, seeking an order for the winding-up of the Issuer in Australia), the grant
of those remedies may be in the discretion of a court and, as such, may not be granted.
A Holder will have no right to accelerate payment or exercise any other remedies (including any
right to sue for damages) as a consequence of any default other than as specifically described
above. In the event of a Winding-Up in Australia (but not in any other jurisdiction), the
Subordinated Instruments of the relevant series will become immediately due and payable (unless
they have already been Converted or Written-off). This will be the only circumstance in which
payment of principal on the Subordinated Instruments of the relevant series may be accelerated.
Ranking of the Subordinated Instruments
The Subordinated Instruments are unsecured, subordinated obligations of the Issuer.
In the event of a Winding-Up, if the Subordinated Instruments are still on issue and have not been
redeemed early, or, following a Non-Viability Trigger Event, Converted or Written-off, they rank for
payment:
• ahead of Ordinary Shares and other Junior Ranking Capital Instruments;
• equally among themselves and with other Equal Ranking Instruments; and
• behind Senior Creditors (including depositors and all holders of the Issuer’s senior or less
subordinated debt).
As the Subordinated Instruments rank after Senior Creditors, there is a risk that in a Winding-Up,
there will be insufficient funds to provide any return to Holders.
If, in a Winding-Up, the Subordinated Instruments of any series are still on issue and have not
been redeemed early, or, following a Non-Viability Trigger Event, Converted or Written-off, Holders
will only be entitled to prove for any sums payable in respect of their Subordinated Instruments
as a debt which is subject to prior payment in full of Senior Creditors. However, it is unlikely a
Winding-Up will occur without a Non-Viability Trigger Event having occurred first and the

43

Subordinated Instruments being Converted or Written-off. In that event:
• if the Subordinated Instruments have been Converted, Holders will hold Ordinary Shares
and rank equally with existing holders of Ordinary Shares in a Winding-Up; and
• if, following a Non-Viability Trigger Event, Conversion does not occur for any reason (for
example, due to applicable laws, order of a court or action of any government authority)
within 5 ASX Business Days following the Non-Viability Trigger Event Date, or if Write-off
is specified in the Pricing Supplement as being the primary method of loss absorption,
then the Subordinated Instruments (or a percentage of the Outstanding Principal Amount)
will be Written-off and the Holders’ rights and claims in relation to such Subordinated
Instruments (including to payments of interest and accrued but unpaid interest, and the
repayment of the Outstanding Principal Amount and, where Conversion is the primary
method of loss absorption, to be issued with the Conversion Number of Ordinary Shares
in respect of such Subordinated Instruments), are immediately and irrevocably written-off
and terminated with effect on and from the Non-Viability Trigger Event Date.
In such an event, a Holder’s investment in the Subordinated Instruments will lose all or some of
its value and such Holder will not receive any compensation and will likely be worse off than
holders of Ordinary Shares.
Exposure to the Issuer’s financial performance and position and changes to the Issuer’s
ratings
An investment in Subordinated Instruments is an investment in the Issuer and may be affected
by the ongoing performance and financial position of the Issuer, or changes to the credit ratings
assigned to the Issuer by rating agencies.
If the Issuer’s financial performance or position declines or the credit ratings assigned to it change,
or if market participants anticipate such a decline or change, an investment in the Subordinated
Instruments could decline in value even if the Subordinated Instruments have not been Converted.
See the section entitled “Westpac could be adversely affected by the failure to maintain its credit
ratings” for further information regarding the potential impact of failing to maintain credit ratings
assigned to the Issuer by rating agencies.
The Ordinary Share price used to calculate the Conversion Number of Ordinary Shares
may be different to the market price of Ordinary Shares at the time of Conversion
The number of Ordinary Shares issued to Holders upon Conversion will generally depend on the
VWAP of Ordinary Shares over the 5 ASX Business Days on which trading in Ordinary Shares
took place immediately preceding but not including the Non-Viability Trigger Event Date, and is
subject to the Maximum Conversion Number. Accordingly, the Ordinary Share price used to
calculate the Conversion Number of Ordinary Shares may be different to the market price of
Ordinary Shares at the time of Conversion so that the value of Ordinary Shares received may be
less than the value of those Ordinary Shares based on the Ordinary Share price on the Non-
Viability Trigger Event Date.

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Holders cannot request redemption or Conversion of Subordinated Instruments and the
market for Subordinated Instruments may not be liquid
Holders have no right to request redemption or Conversion of the Subordinated Instruments at
any time prior to the Maturity Date. Therefore, prior to the Maturity Date, unless the Issuer has
the right to and elects to redeem the Subordinated Instruments early (noting that any such
redemption is subject to APRA’s prior written approval, which may or may not be given), in order
to realise an investment, a Holder would need to sell its Subordinated Instruments at the prevailing
market price. Depending on market conditions at the time, the Subordinated Instruments may be
trading at a market price below the Issue Price and/or the market for the Subordinated Instruments
may not be liquid. The Issuer does not guarantee that Holders will be able to sell each
Subordinated Instrument at an acceptable price or at all.
Redemption at the Issuer’s option or for tax or regulatory reasons and any early
redemption rights of the Issuer may not be exercised by the Issuer or approved by APRA
Where the Pricing Supplement specifies “Early redemption at the option of the Issuer” as being
applicable, the Subordinated Instruments may (subject to APRA’s prior written approval, which
may or may not be given, and Holders should not expect that APRA’s prior written approval will
be given for any redemption of Subordinated Instruments) be redeemed at the Issuer’s option in
certain circumstances (but not earlier than the fifth anniversary of the Issue Date). Where the
Pricing Supplement specifies “Early redemption for adverse tax events” or “Early redemption for
regulatory events” as being applicable, the Issuer may (subject to APRA’s prior written approval,
which may or may not be given, and Holders should not expect that APRA’s prior written approval
will be given for any redemption of Subordinated Instruments) redeem the Subordinated
Instruments following the occurrence of an Adverse Tax Event or Regulatory Event, provided that
the Issuer has obtained, in the case of an Adverse Tax Event, a supporting opinion of legal or tax
advisers of recognised standing in Australia or, in the case of a Regulatory Event, a supporting
opinion of advisers of recognised standing in Australia or confirmation from APRA that a
Regulatory Event has occurred.
An Adverse Tax Event will occur if the Issuer determines that as a result of any amendment to,
clarification of or change in Tax Legislation which has been or will be effected or any Administrative
Action under or in connection with Tax Legislation or any amendment to, clarification of, or change
in, any such Administrative Action, being in each case by a legislative body, court, government
authority or regulatory body on or after the relevant Issue Date (but which the Issuer did not expect
at the Issue Date):
• there is a material risk that the Issuer would be exposed to a more than de minimis
adverse tax consequence in relation to the Subordinated Instruments;

• the Issuer determines that any interest payable on the Subordinated Instruments is not,
or may not be, allowed as a deduction for the purposes of Australian income tax; or

• the Issuer has or will become obliged to pay Additional Amounts in accordance with the
Terms and Conditions of the Subordinated Instruments.
A Regulatory Event will occur if:
• as a result of any amendment to, clarification of or change (including any announcement
of a change that will be introduced) in any law or regulation of the Commonwealth of
Australia or the Prudential Standards or any official administrative pronouncement or

45

action or judicial decision interpreting or applying such law, regulation or Prudential
Standards, which amendment, clarification or change is effective, or pronouncement,
action or decision is announced, on or after the Issue Date; or
• written confirmation is received from APRA after the Issue Date that,
the Issuer is not or will not be entitled to treat all of the Subordinated Instruments of a Series as
Tier 2 Capital in whole, provided that, in each case, the Issuer did not expect at the Issue Date
that the matter giving rise to the Regulatory Event would occur.
There can be no certainty that APRA will provide its prior written approval for any redemption prior
to the Maturity Date. Approval is at the discretion of APRA and may or may not be given and
Holders should not expect that APRA’s approval will be given if requested by the Issuer. APRA
has recently reinforced existing prudential requirements and its expectations for regulated entities
(such as the Issuer) seeking APRA’s approval to redeem capital instruments (such as the
Subordinated Instruments). This includes the requirement that a capital instrument should not be
redeemed and replaced with one that has a higher credit spread or that is otherwise more
expensive unless the Issuer has satisfied APRA as to the economic and prudential rationale for
redeeming the capital instrument and the redemption does not create an expectation that other
capital instruments will be redeemed in similar circumstances. APRA’s expectations and the
applicable Prudential Standards may affect the ability of the Issuer to elect to redeem the
Subordinated Instruments early. The matters to which APRA may have regard in considering
whether to give its approval are not limited and may change.
Redemption is also subject to the Solvency Condition having been satisfied and to the Issuer
having replaced, or concurrently with redemption replacing, the Subordinated Instruments with a
capital instrument which is of the same or better quality than the Subordinated Instruments and
the replacement is done under conditions that are sustainable for the Issuer’s income capacity
(or confirmation from APRA that it does not have to replace the Subordinated Instruments).
If redemption occurs on a date not previously contemplated, it may be disadvantageous in light
of market conditions or Holders’ individual circumstances. The possibility of redemption means
that the period for which Holders will be entitled to the benefit of the rights attaching to the
Subordinated Instruments is unknown.
Where cash is received on redemption, the rate of return at which a Holder could re-invest such
funds may be lower than the return received on the Subordinated Instruments. Further, upon
redemption a Holder will receive the Outstanding Principal Amount of the Subordinated
Instruments which may be less than their market value immediately prior to redemption.
Changes to the capital adequacy framework in Australia
Any fall in the Issuer's Common Equity Tier 1 capital ratio as a result of changes to APRA's capital
adequacy framework, or an increase in APRA’s minimum CET1 capital requirements, a reduction
in CET1 capital buffers or change in the effective subordination of the Subordinated Instruments
pursuant to the proposals in the APRA Discussion Paper, may adversely impact the market price
of the Subordinated Instruments or potentially increase the chance at a later date that Conversion
of Subordinated Instruments takes place due to the occurrence of a Non-Viability Trigger Event
(a Non-Viability Trigger Event will occur where APRA notifies the Issuer in writing that it believes
Conversion or Write-off of the Subordinated Instruments (or conversion, write-off or write-down of
Relevant Securities) or a public sector injection of capital, or equivalent support, is necessary
because, without it, the Issuer would become non-viable). Further, any regulatory or legislative

46

change introduced following the APRA Discussion Paper may reduce the international
comparability of the capital framework for Australian banks, which may in turn impact the price of
the Subordinated Instruments.
Any replacement of AT1 capital by Tier 2 capital (pursuant to the proposals in the APRA
Discussion Paper) may also lead to an increase in the funding costs for the Issuer. In such a
situation, Tier 2 instruments would have comparatively more subordination in the capital structure
(that is, there would be no other junior ranking subordinated instruments on issue to absorb losses
ahead of Tier 2 instruments, such as the Subordinated Instruments), and there may be
consequent ratings downgrades (or increased risk of rating downgrades) for Tier 2 instruments,
such as the Subordinated Instruments, for other securities of the Issuer or for the Issuer itself.
Any increase in the issuance of Tier 2 capital instruments to replace AT1 capital may also impact
the price of such instruments, including the Subordinated Instruments.
U.S. Foreign Account Tax Compliance Act (“FATCA”)
It is possible that, in order to comply with FATCA, the Issuer (or, if the Subordinated Instruments
or the Ordinary Shares are held through another financial institution, such other financial
institution) may be required (pursuant to an agreement entered into with the United States or
under applicable law (including pursuant to the terms of any applicable intergovernmental
agreement entered into between the United States and any other jurisdiction)) (i) to request
certain information from the Holders or beneficial owners of the Subordinated Instruments or the
Ordinary Shares, which information may be provided to the U.S. Internal Revenue Service (“IRS”),
and (ii) to withhold U.S. tax on any portion of any payment with respect to the Subordinated
Instruments or with respect to the Ordinary Shares upon any Conversion treated as a foreign
passthru payment made two years or more after the date on which the final regulations that define
“foreign passthru payments” are published if such information is not provided or if payments are
made to certain foreign financial institutions that have not entered into a similar agreement with
the United States (and are not otherwise required to comply with the FATCA regime under
applicable law (including pursuant to the terms of any applicable intergovernmental agreement
entered into between the United States and any other jurisdiction)).
If the Issuer or any other person is required to withhold or deduct amounts under or in connection
with, or in order to ensure compliance with, FATCA from any payments made with respect to the
Subordinated Instruments, with respect to the issuance of any Ordinary Shares upon any
Conversion or with respect to the Ordinary Shares, the Holders and beneficial owners of the
Subordinated Instruments, and holders and beneficial owners of Ordinary Shares issued upon
any Conversion, will not be entitled to receive any gross up or other additional amounts under
Condition 10 (Taxation) of the Subordinated Instruments, or otherwise, on account of any such
withholding or deduction. FATCA is complex and its application to the Subordinated Instruments,
any Conversion and the Ordinary Shares remains uncertain. Prospective investors are advised
to consult their own tax advisers as to the application of FATCA to the Subordinated Instruments,
any Conversion and the Ordinary Shares.
The OECD Common Reporting Standard (“the CRS”)
The CRS requires certain financial institutions to report information regarding certain accounts
(which may include the Subordinated Instruments) to their local tax authority and follow related
due diligence procedures. Holders or beneficial owners of Subordinated Instruments may be
requested to provide certain information and certifications to ensure compliance with the CRS. A
jurisdiction that has signed a CRS Competent Authority Agreement may provide this information
to other jurisdictions that have signed the CRS Competent Authority Agreement.

47

Future issues of securities by the Issuer
The Issuer and members of the Westpac Group may, at their absolute discretion, issue securities
in the future that:
• rank for payment of principal or interest (including in the Winding-Up of the Issuer or
another member of the Westpac Group) equally with, behind or ahead of the
Subordinated Instruments;
• have the same or different maturities as the Subordinated Instruments;
• have the same or different dividend, interest or distribution rates as the Subordinated
Instruments; or
• have the same or different terms and conditions as the Subordinated Instruments.
The Issuer may incur further indebtedness and may issue further securities including further Tier
2 Capital securities. The Terms and Conditions do not require the Issuer to refrain from certain
business changes or require the Issuer to operate within certain ratio limits.
An investment in Subordinated Instruments carries no right to participate in any future issue of
securities (whether equity, hybrid, debt or otherwise) by any member of the Westpac Group.
No prediction can be made as to the effect, if any, such future issues of securities by an entity in
the Westpac Group may have on the market price or liquidity of Subordinated Instruments.
The Terms and Conditions provide only limited protection against significant events that
could adversely impact your investment in the Subordinated Instruments
The Terms and Conditions do not:
• require the Westpac Group to maintain any financial ratios or specific levels of net worth,
revenues, income, cash flow or liquidity;

• require the Westpac Group to have or maintain any Relevant Tier 1 Securities which are
required to be Converted or Written-off ahead of the Subordinated Instruments either
prior to or following a Non-Viability Trigger Event;

• restrict the Westpac Group’s subsidiaries’ ability to issue securities or otherwise incur
indebtedness or other obligations that would be senior to the Issuer’s equity interests in
its subsidiaries and therefore rank effectively senior to the Subordinated Instruments with
respect to the assets of the Issuer’s subsidiaries;

• restrict the Westpac Group’s ability to repurchase or prepay any other of its securities or
other indebtedness; or

• restrict the Westpac Group’s ability to make investments or to repurchase, or pay
dividends or make other payments in respect of Ordinary Shares or other securities
ranking junior to the Subordinated Instruments.
As a result of the foregoing, when evaluating the terms of the Subordinated Instruments, potential

48

investors should be aware that the Terms and Conditions do not restrict the Issuer or the Westpac
Group’s ability to engage in, or to otherwise be a party to, a variety of corporate transactions,
circumstances and events that could have an adverse impact on an investment in the
Subordinated Instruments.
Amendment of the Terms and Conditions of Subordinated Instruments
The Issuer may, with the consent of the Fiscal Agent and provided it obtains APRA's prior written
approval where the amendment may affect the eligibility of any Subordinated Instrument as Tier
2 Capital, amend the Terms and Conditions for any Subordinated Instrument, the relevant Pricing
Supplement and the Deed of Covenant (each insofar as they may apply to such Subordinated
Instruments) without the approval of Holders, provided the Issuer is of the opinion that the
amendment is for the purposes of correcting a manifest or proven error. Except for the
amendments necessary to: (a) effect the substitution of an Approved Successor (see below), or
(b) effect any Successor Reference Rate, Alternative Reference Rate or Benchmark Replacement
Adjustment or make any related adjustments and/or amendments thereto (see below), no other
amendments are permitted without the sanction of an Extraordinary Resolution.
Amendments under these powers are binding on all Holders despite the fact that a Holder may
not agree with the amendment.
APRA's prior written approval to amend the Terms and Conditions is always required where the
amendment may affect the eligibility of the Subordinated Instruments as Tier 2 Capital.
Successor holding company
Where the Issuer is replaced as the ultimate holding company of the Westpac Group by an
Approved Successor and certain other conditions are satisfied, the Issuer may be allowed to make
amendments (provided APRA's prior written approval is obtained) to substitute the Approved
Successor as the debtor in respect of the Subordinated Instruments and the issuer of the ordinary
shares to be issued on Conversion and to make certain other amendments to the Terms and
Conditions. Accordingly, potential investors should be aware that, if:
• the Issuer is replaced by an Approved Successor as the ultimate holding company of the
Westpac Group; and
• a substitution of the Approved Successor as the debtor in respect of the Subordinated
Instruments and the issuer of the ordinary shares on Conversion is effected under the
Terms and Conditions,
Holders will be obliged to accept Approved Successor Shares and will not receive Ordinary
Shares if Conversion occurs after the replacement of the Issuer with an Approved Successor.
Potential investors should also be aware that Holders may not have a right to vote on any proposal
to approve, implement or give effect to the establishment of an Approved Successor.
The Issuer has not made a decision to substitute an Approved Successor as the ultimate holding
company of the Westpac Group.
Where the Issuer transfers its assets to an Approved Successor, the Issuer may as a result have
reduced assets which may affect its credit rating and the likelihood Holders will receive their claims

49

in full in a Winding-Up.
No rights if control of the Issuer is acquired
If a person other than an Approved Successor acquires control of the Issuer, the Terms and
Conditions do not provide any right or remedy for the Holders on account of such an acquisition
occurring. Further, such an acquisition of the Issuer may result in the Issuer’s Ordinary Shares no
longer being quoted on ASX.
If, after such an acquisition has occurred, a Non-Viability Trigger Event occurs, the number of
Ordinary Shares to be issued on Conversion will reflect the VWAP for the period of 5 ASX
Business Days on which the Ordinary Shares were last traded on ASX. The period of 5 ASX
Business Days may be well before the Non-Viability Trigger Event and, accordingly, the value of
the Conversion Number of Ordinary Shares when issued may be very different from the value
based on that VWAP. This may adversely affect the value of the Ordinary Shares which are issued
to Holders upon Conversion and such Ordinary Shares may not be freely tradeable.
The exercise of administrative powers by APRA or other regulatory authorities that
supervise the Issuer may result in adverse consequences to the Holders
The exercise of administrative powers by APRA or other regulatory authorities that supervise the
Issuer may result in adverse consequences to the Holders. In particular, under the Banking Act,
for the purpose of protecting depositors and maintaining the stability of the Australian financial
system, APRA has administrative power, among other things, to issue a direction to the Westpac
Group regarding the conduct of its business, including prohibiting making payments with respect
to its debt obligations (including the Subordinated Instruments), and, if it becomes unable to meet
its obligations or suspends payment (and in certain other circumstances), to appoint a “Banking
Act statutory manager’’ to take control of its business. The powers of APRA are broad and may
be exercised in a way that adversely affects Westpac’s ability to comply with its obligations in
respect of the Subordinated Instruments.
APRA also has powers to facilitate resolution of the entities it regulates (and their subsidiaries),
including Westpac and its subsidiaries. APRA has oversight, management and directions powers
and statutory management powers over certain entities within the Westpac Group. In addition,
the Banking Act gives statutory recognition to the conversion or write-off of regulatory capital
instruments (including the Subordinated Instruments).
Insolvency and similar proceedings are likely to be governed by Australian law
In the event that the Issuer becomes insolvent, insolvency proceedings are likely to be governed
by Australian law. Australian insolvency laws are different from the insolvency laws of certain other
jurisdictions, including the United States and the UK. In particular, the voluntary administration
procedure under the Corporations Act 2001, which provides for the potential re-organisation of an
insolvent company, differs significantly from Chapter 11 under the U.S. Bankruptcy Code, the
voluntarily administration procedure under the UK Insolvency Act 1986 and may differ from similar
provisions under the insolvency laws of other non-Australian jurisdictions.
In addition, to the extent that the Holders of the Subordinated Instruments are entitled to any
recovery with respect to the Subordinated Instruments in any bankruptcy or certain other events
in bankruptcy, insolvency, dissolution or reorganization relating to the Issuer, those Holders might
not be entitled in such proceedings to a recovery in a currency other than Australian dollars.

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Ratings of the Subordinated Instruments
The credit ratings assigned to the Subordinated Instruments may not reflect the potential impact
of all risks related to the structure and other factors on any trading market for, or trading value of,
the Subordinated Instruments. In addition, real or anticipated changes in the credit ratings of the
Instruments will generally affect any trading market for, or trading value of, the Subordinated
Instruments. A credit rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, cancellation, reduction or withdrawal at any time by the assigning rating
agency. Any suspension, reduction or withdrawal of a rating by a rating agency could reduce the
liquidity or market value of the Subordinated Instruments.
Subordinated Instruments linked to or referencing benchmarks
Interest rates and indices which are deemed “benchmarks” (including EURIBOR and other
interbank offered rates such as the BBSW Rate) have for several years been, and continue to be,
the focus of national and international regulatory guidance and proposals for reform. Some of
these reforms, such as the discontinuation of the London Inter-bank Offered Rate (“LIBOR”), are
already effective or underway whilst others are still to be implemented. These reforms may cause
such benchmarks to perform differently than in the past, to disappear entirely, or have other
consequences which cannot be predicted. Any such consequence could adversely affect any
Subordinated Instruments linked to or referencing such a benchmark.
Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016, as
amended (the “EU Benchmarks Regulation”) and as it forms part of domestic law in the UK (the
“UK Benchmarks Regulation”) each applies, subject to certain transitional provisions, to the
provision of benchmarks, the contribution of input data to a benchmark and the use of a
benchmark within the EU and the UK, respectively. They, among other things, (i) require
benchmark administrators to be authorised or registered (or, if non-EU-based or non-UK based
(as applicable), to be subject to an equivalent regime or otherwise recognised or endorsed) and
(ii) prevent certain uses by EU or UK supervised entities (as applicable) of benchmarks of
administrators that are not authorised or registered (or, if non-EU based or non-UK based (as
applicable), not deemed equivalent or recognised or endorsed).
Both the EU Benchmarks Regulation and the UK Benchmarks Regulation could have a material
impact on any Subordinated Instruments linked to or referencing a benchmark, in particular, if the
methodology or other terms of the benchmark are changed in order to comply with the
requirements of the EU Benchmarks Regulation or the UK Benchmarks Regulation. Such
changes could, among other things, have the effect of reducing, increasing or otherwise affecting
the volatility of the published rate or level of the relevant benchmark.
In Australia, the Treasury Laws Amendment (2017 Measures No. 5) Act 2018 of Australia
amended the Corporations Act, to, among other things, establish a licensing regime for
administrators of significant financial benchmarks (including the BBSW Rate) and enable ASIC to
make rules relating to the generation and administration of such benchmark indices. On 6 June
2018 ASIC issued the ASIC Financial Benchmark (Administration) Rules 2018 (the
"Administration Rules") and the ASIC Financial Benchmark (Compelled) Rules 2018 (the
“Compelled Rules”) pursuant to this power. These Administration Rules require, among other
things, a person who is licensed to administer a regulated benchmark (a benchmark administrator
licensee) to: (i) use a method for generating that benchmark that is designed to ensure the quality,
integrity, availability, reliability and credibility of that benchmark; (ii) to act efficiently, honestly and
fairly in generating and administering that benchmark; and (iii) to ensure that arrangements with
persons who contribute data to the generation of benchmarks (“contributors”) meet certain

51

criteria for these purposes. The Compelled Rules, among other things, allow ASIC to require a
benchmark administrator licensee to continue to generate or administer a regulated benchmark
and to require contributors to continue to provide data required for the generation of the relevant
benchmark. Although the Compelled Rules and a number of the other Australian reforms have
been designed to support the reliability and robustness of the BBSW Rate, it is not possible to
predict with certainty whether, and to what extent, the BBSW Rate will continue to be supported
or the extent to which related regulations, rules, practices or methodologies may be amended
going forward. This may cause the BBSW Rate to perform differently than it has in the past, and
may have other consequences which cannot be predicted. For example, it is possible that these
changes could cause the BBSW Rate to cease to exist, to become commercially or practically
unworkable, or to become more or less volatile or liquid. Any such changes could have a material
adverse effect on the Subordinated Instruments.
On 27 June 2019, ASIC granted ASX Benchmarks Pty Limited a licence to administer the BBSW
Rate from 1 July 2019 (replacing the Australian Financial Markets Association (“AFMA”) as BBSW
administrator).
The Reserve Bank of Australia (“RBA”) has amended its criteria for securities to be accepted as
being eligible collateral for the purposes of any repurchase agreements to be entered into with
the RBA. These include a requirement that floating rate bonds issued on or after 1 December
2022 referencing BBSW must contain at least one “robust” and “reasonable and fair” fallback rate
for BBSW in the event that it permanently ceases to exist. The AFMA first published the “AFMA
Fallback Language Template For Floating Rate Notes” on 1 November 2022 which was
subsequently revised in June 2024 (the “AFMA Market Guidelines”) for voluntary use in
contracts that reference BBSW to assist market participants to meet the requirements of the
RBA's updated criteria, with a view to these becoming standardised provisions for BBSW-linked
floating rate bond issuances. However, market participants are not required to adopt the AFMA
Market Guidelines approach where the underlying securities are not intended to be repo-eligible,
which means the AFMA Market Guidelines have not been adopted for all floating rate securities.
Further, reference to a specific risk-free rate (such as the Australian dollar interbank overnight
cash rate (known as “AONIA”)) as a fallback for the BBSW Rate has not yet been settled at an
industry level in Australia or adopted. There is therefore risk of inconsistency in the application of
potential risk-free fallback rates across different products. However, the RBA is actively promoting
a coordinated industry-agreed position on the relevant fallback rate to use. The fallback provisions
relating to the BBSW Rate included in the Terms and Conditions of the Subordinated Instruments
are based on the AFMA Market Guidelines (the “BBSW Rate Fallback Provisions”).
More broadly, any of the international or national reforms or other initiatives or investigations or
the general increased regulatory scrutiny of benchmarks could have (without limitation) the
following effects on certain benchmarks: (i) increasing the costs and risk of administering or
otherwise participating in the setting of a benchmark and complying with any such regulations or
requirements; (ii) discouraging market participants from continuing to administer or contribute to
a benchmark; (iii) triggering changes in the rules or methodologies used in the benchmark; or (iv)
leading to the disappearance of the benchmark. Any of the above changes or any other
consequential changes as a result of international or national reforms or other initiatives or
investigations could have a material adverse effect on the value of and return on any Subordinated
Instruments linked to, referencing or otherwise dependent (in whole or in part) upon a benchmark.
On 21 January 2019, the euro risk-free rate working group for the euro area published a set of
guiding principles and high level recommendations for fallback provisions in, amongst other things,
new euro denominated cash products (including bonds) referencing EURIBOR. The guiding
principles indicate, among other things, that continuing to reference EURIBOR in relevant

52

contracts (without robust fallback provisions) may increase the risk to the euro area financial
system. On 11 May 2021, the euro risk-free rate working group published its recommendations
on EURIBOR fallback trigger events and fallback rates. The working group issued its final
statement and announced completion of its mandate on 4 December 2023.
Such factors may have (without limitation) the following effects on certain benchmarks: (i)
discouraging market participants from continuing to administer or contribute to a benchmark; (ii)
triggering changes in the rules or methodologies used in the benchmark; and/or (iii) leading to the
disappearance of the benchmark. Investors should consult their own independent advisers and
make their own assessment about the potential risks imposed by the EU Benchmarks Regulation,
the UK Benchmarks Regulation, the Administration Rules and the Compelled Rules, and any
other international or national reforms in respect of benchmarks, in making any investment
decision with respect to the Subordinated Instruments.
In particular, investors should be aware that if a benchmark rate were discontinued or otherwise
unavailable, the rate of interest on Floating Rate Subordinated Instruments which are linked to or
which reference such benchmarks or the interest rate on Fixed Rate Subordinated Instruments
which are reset by reference to a mid-swap rate linked to such benchmarks will be determined for
the relevant period by the fallback provisions under Condition 7 (Interest) of the Terms and
Conditions of the Subordinated Instruments. These fallback arrangements may require or result
in adjustments to the interest calculation provisions of the Terms and Conditions of the
Subordinated Instruments.
In certain situations, including the relevant benchmark ceasing to be administered or being
discontinued or otherwise unavailable, the fallback arrangements will include the possibility that:
(A) the relevant interest rate (or, as applicable, component thereof) could be set or, as the
case may be, determined by reference to a Successor Reference Rate, an Alternative
Reference Rate or a Benchmark Replacement Adjustment (as applicable); and
(B) such Successor Reference Rate, Alternative Reference Rate or Benchmark Replacement
Adjustment (as applicable) may be adjusted (if required) by the relevant Independent
Adviser or the Issuer (as applicable) in order to reduce or eliminate, to the extent
reasonably practicable in the circumstances, any economic prejudice or benefit (as
applicable) to investors as a result of the replacement of the relevant benchmark although
such adjustments to the Subordinated Instruments may not achieve this objective.
Where the original benchmark for the Floating Rate Subordinated Instruments is the BBSW Rate,
the BBSW Rate Fallback Provisions distinguish between temporary and permanent triggers
affecting the BBSW Rate. If a Temporary Disruption Trigger occurs in respect of the BBSW Rate,
the interest rate for any day on which that Temporary Disruption Trigger is continuing will be the
interest rate determined in accordance with the Temporary Disruption Fallback which provides
that, in the first instance, preference will be given to the Administrator Recommended Rate (which
is a rate formally recommended for use as the replacement for the BBSW Rate by the
Administrator). The second preference will be given to the Supervisor Recommended Rate (which
is a rate formally recommended for use as the replacement for the BBSW Rate by the Supervisor).
Finally, preference will be given to the Final Fallback Rate. In the event that a Permanent
Discontinuation Trigger occurs in respect of the BBSW Rate, the rate for any Interest
Determination Date which occurs on or following the applicable Permanent Fallback Effective
Date will be the Fallback Rate which may be AONIA. Investors should be aware that whilst the
BBSW Rate is based on a forward-looking basis and on observed bid and offer rates for Australian
prime bank eligible securities (which rates may incorporate a premium for credit risk), AONIA is

53

an overnight, risk free cash rate and will be applied to calculate interest by compounding observed
rates in arrears and the application of a spread adjustment. There can be no assurance that
AONIA as described above will produce the economic equivalent of the BBSW Rate.
Any such changes may result in the Subordinated Instruments performing differently (which may
include payment of a lower interest rate) than if the original benchmark continued to apply.
No consent of the Holders shall be required in connection with effecting any Successor Reference
Rate, Alternative Reference Rate or Benchmark Replacement Adjustment (as applicable),
including for Floating Rate Subordinated Instruments where the original benchmark is the BBSW
Rate. In addition, no consent of the Holders shall be required in connection with any other related
adjustments and/or amendments to the Terms and Conditions of the Subordinated Instruments
(or any other document) which are made in order to effect any Successor Reference Rate,
Alternative Reference Rate or Benchmark Replacement Adjustment (as applicable). Any such
adjustment could have unexpected consequences and there can be no assurance that, due to
the particular circumstances of each Holder, any such adjustment will be favourable to each
Holder.
The Issuer will need to obtain the prior written approval of APRA, which may or may not be given,
before any Successor Reference Rate, Alternative Reference Rate or Benchmark Replacement
Adjustment (as applicable), or any Adjustment Spread, may be effected.
In certain circumstances, the ultimate fallback for a particular Interest Accrual Period (as defined
in the Terms and Conditions of the Subordinated Instruments), including where no Successor
Reference Rate, Alternative Reference Rate or Benchmark Replacement Adjustment (as
applicable) is determined or where a Successor Reference Rate, Alternative Reference Rate or
Benchmark Replacement Adjustment (or the application of any Adjustment Spread) has been
determined but has not been approved by APRA, may be that the interest rate for the last
preceding Interest Accrual Period is used for the following Interest Accrual Period. This may result
in the effective application of a fixed rate for any Floating Rate Subordinated Instruments, and
any Fixed Rate Subordinated Instruments for which the interest rate was due to be reset, being
the Interest Rate which was applicable as at the last preceding Interest Determination Date or as
at the last preceding reset date (as applicable), or, if none, at the Interest Commencement Date.
In addition, due to the uncertainty concerning the availability of Successor Reference Rates,
Alternative Reference Rates or Benchmark Replacement Adjustments (as applicable) and the
involvement of an Independent Adviser, as well as the requirement for prior written approval of
APRA, the relevant fallback provisions may not operate as intended at the relevant time.
Any such consequences could have a material adverse effect on the value of and return on any
affected Subordinated Instruments and could affect the ability of the Issuer to meet its obligations
under the relevant Subordinated Instruments or could have a material adverse effect on the value
or liquidity of, and the amount payable under, such Subordinated Instruments.
Prospective investors should note that, in the case of affected Subordinated Instruments, the
relevant Independent Adviser or the Issuer (as applicable) will, subject to the prior written approval
of APRA, have discretion to adjust the relevant Successor Reference Rate, Alternative Reference
Rate or Benchmark Replacement Adjustment (as applicable) in the circumstances described
above.

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The market continues to develop in relation to risk-free rates (including SONIA, SOFR,
€STR, CORRA and AONIA) as reference rates for Floating Rate Subordinated Instruments
Investors should be aware that the market continues to develop in relation to risk-free rates
(including the Sterling Overnight Index Average (“SONIA”), the Secured Overnight Financing Rate
(“SOFR”), the Euro Short-term Rate (“€STR”), the Canadian Overnight Repo Rate Average
(“CORRA”) and AONIA (each a “Risk-Free Rate”)) as reference rates in the capital markets and
their adoption as alternatives to the IBORs (such as LIBOR). In particular, such Risk-Free Rates
are typically calculated on a compounded (as opposed to a daily) basis which involves taking the
applicable Risk-Free Rate for each business day over a relevant period in order to calculate the
applicable compounded rate for such period. Market participants and relevant working groups
continue to explore reference rates based on SONIA, SOFR, €STR, CORRA and AONIA,
including term reference rates (which seek to measure the market’s forward expectation of an
average rate over a designated term) or different measures of such reference rates.
The market or a significant part thereof may adopt an application of a Risk-Free Rate that differs
significantly from that set out in the terms and conditions of the Subordinated Instruments and
used in relation to Floating Rate Subordinated Instruments that are linked to or which reference
such Risk-Free Rate issued under this Information Memorandum. The Issuer may in the future
also issue Floating Rate Subordinated Instruments linked to or referencing a Risk-Free Rate that
differ materially in terms of interest determination when compared with any previous Floating Rate
Subordinated Instruments linked to or referencing such Risk-Free Rate under this Programme.
As the Risk-Free Rates are published and calculated by third parties based on data received from
other sources, the Issuer has no control over their respective determinations, calculations or
publications. There can be no guarantee that such rates will not be discontinued or fundamentally
altered in a manner that is materially adverse to the interests of investors in Floating Rate
Subordinated Instruments linked to or which reference such rates (or that any applicable
benchmark fallback provisions provided for in the Terms and Conditions will provide a rate which
is economically equivalent for Holders). If the manner in which a Risk-Free Rate is calculated is
changed, that change may result in a reduction of the amount of interest payable on such Floating
Rate Subordinated Instruments and the trading prices of such Floating Rate Subordinated
Instruments.
Investors should also be aware that the manner of adoption or application of a Risk-Free Rate as
reference rates in the international debt capital markets may differ materially compared with the
application and adoption of such rates in other markets, such as the derivatives and loan markets.
Investors should carefully consider how any mismatch between the adoption of Risk-Free Rates
as reference rates across these markets may impact any hedging or other arrangements which
they may put in place in connection with any acquisition, holding or disposal of Floating Rate
Subordinated Instruments linked to or which reference a Risk-Free Rate.
Since Risk-Free Rates are relatively new market indices, Floating Rate Subordinated Instruments
linked to or which reference such rates may have no established trading market when issued, and
an established trading market may never develop or may not be very liquid. Market terms for debt
securities linked to or which reference a Risk-Free Rate may evolve over time and trading prices
of such Floating Rate Subordinated Instruments may be lower than those of the later issued
Floating Rate Subordinated Instruments that are linked to or which reference that Risk-Free Rate

55

as a result. Further, if Risk-Free Rates do not prove to be widely used in securities like the Floating
Rate Subordinated Instruments, the trading price of Floating Rate Subordinated Instruments
linked to or which reference a Risk-Free Rate may be lower than those of Floating Rate
Subordinated Instruments linked to or which reference indices that are more widely used.
Investors in such Floating Rate Subordinated Instruments may not be able to sell such Floating
Rate Subordinated Instruments at all or may not be able to sell such Floating Rate Subordinated
Instruments at prices that will provide them with a yield comparable to similar investments that
have a developed secondary market, and may consequently suffer from increased pricing
volatility and market risk.
Investors should consider these matters when making their investment decision with respect to
any such Floating Rate Subordinated Instruments linked to or which reference a Risk-Free Rate.
The amount of interest payable with respect to each Interest Period for which SONIA, SOFR,
€STR or CORRA is the reference rate for the Floating Rate Subordinated Instruments will
only be determined near the end of the Interest Period
The Interest Rate payable on Floating Rate Subordinated Instruments which reference a SONIA,
SOFR, €STR or CORRA rate is only capable of being determined at the end of the relevant
Observation Period (as defined in the Terms and Conditions of the Subordinated Instruments)
and shortly prior to the relevant Interest Payment Date (as defined in the Terms and Conditions
of the Subordinated Instruments). It may therefore be difficult for investors in Floating Rate
Subordinated Instruments which reference a SONIA, SOFR, €STR or CORRA rate, to reliably
estimate the amount of interest which will be payable on such Floating Rate Subordinated
Instruments, and some investors may be unable or unwilling to trade such Floating Rate
Subordinated Instruments without changes to their information technology systems, both of which
factors could adversely impact the liquidity of such Floating Rate Subordinated Instruments.
Further, if Floating Rate Subordinated Instruments referencing a SONIA, SOFR, €STR or CORRA
rate become due and payable as a result of an Event of Default under Condition 11 (Events of
Default), or are otherwise redeemed early on a date which is not an Interest Payment Date, the
final rate of interest payable in respect of such Floating Rate Subordinated Instruments shall only
be determined on, or immediately prior to, the date on which the Floating Rate Subordinated
Instruments become due and payable.
Fixed Rate Reset Subordinated Instruments
Fixed Rate Reset Subordinated Instruments will initially earn interest at the Initial Rate of Interest
(as defined in the Terms and Conditions of the Subordinated Instruments) until (but excluding) the
first Fixed Rate Reset Date (as defined in the Pricing Supplement). On the first Fixed Rate Reset
Date, however, and on each Fixed Rate Reset Date (if any) thereafter, the interest rate will be
reset to (i) a different fixed rate of interest per annum or (ii) a rate per annum equal to the sum of
the applicable Reset Reference Rate (as defined in the Pricing Supplement) and the Reset
Reference Rate Spread (as defined in the Pricing Supplement) (each such rate a “Subsequent
Reset Rate”). The Subsequent Reset Rate for any Reset Period could be less than the Initial
Rate of Interest or the Reset Rate for prior Reset Periods and could affect the market value of an
investment in the Fixed Rate Reset Subordinated Instruments.
Fixed to Floating Rate Subordinated Instruments
Fixed to Floating Rate Subordinated Instruments bear interest at a rate which shall be
automatically converted from a fixed Interest Rate to a floating Interest Rate at the date specified

56

in the Pricing Supplement. The new floating Interest Rate may be lower than the initial fixed
Interest Rate and any market volatility in interest rates could affect the market value of an
investment in such Fixed to Floating Rate Subordinated Instruments. Investors should also note
the risks set out above in relation to Floating Rate Subordinated Instruments.
Denominations
In relation to any issue of Subordinated Instruments which have a denomination consisting of the
minimum denomination plus a higher integral multiple of another smaller amount, it is possible
that the Subordinated Instruments may be traded in amounts in excess of the minimum
denomination that are not integral multiples of the minimum denomination. In such a case a
Holder who, as a result of trading such amounts, holds a principal amount of less than the
minimum denomination may not receive a Definitive Subordinated Instrument in respect of such
holding (should Definitive Subordinated Instruments be printed) and would need to purchase an
additional principal amount of Subordinated Instruments such that its holding amounts to the
minimum denomination.
If Definitive Subordinated Instruments are issued, Holders should be aware that Definitive
Subordinated Instruments which have a denomination that is not an integral multiple of the
minimum denomination might be illiquid and difficult to trade.
4. Risks related to CNY Subordinated Instruments
There are certain special risks associated with investing in any CNY Subordinated Instruments.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in CNY Subordinated Instruments issued, but the inability of the Issuer to pay interest,
principal or other amounts on or in connection with CNY Subordinated Instruments may occur for
other reasons and the Issuer does not represent that the statements below regarding the risks of
holding CNY Subordinated Instruments are exhaustive. Prospective investors should also read
the detailed information set out elsewhere in this Information Memorandum and reach their own
views prior to making any investment decision.
The Renminbi is not freely convertible and there are significant restrictions on remittance
of Renminbi into and outside the People’s Republic of China (the “PRC”)
The Renminbi is not freely convertible at present. The PRC Government continues to regulate
conversion between the Renminbi and foreign currencies, despite the significant reduction over
the years by the PRC Government of control over trade transactions involving import and export
of goods and services as well as other routine foreign exchange transactions under current
accounts. However, remittance of Renminbi by foreign investors into the PRC for the purposes of
capital account items, such as capital contributions, is generally only permitted upon obtaining
specific approvals from, or completing specific registrations or filings with, the relevant authorities
and designated foreign exchange banks on a case-by-case basis and is subject to a strict
monitoring system. Regulations in the PRC on the remittance of Renminbi into the PRC for
settlement of capital account items are developing gradually.
Although since 1 October 2016 the Renminbi has been added to the Special Drawing Rights
basket created by the International Monetary Fund, there is no assurance that the PRC
Government will liberalise the control over cross-border Renminbi remittances in the future or that
new PRC regulations will not be promulgated in the future which would have the effect of
restricting or eliminating the remittance of Renminbi into or outside the PRC. The Issuer may need
to source Renminbi offshore to finance its obligations under the CNY Subordinated Instruments,

57

and its ability to do so will be subject to the overall availability of Renminbi outside the PRC.
Further, since the remittance of Renminbi by way of investment or loans are now categorised as
capital account items, such remittances will need to be made subject to the specific requirements
or restrictions set out in the relevant State Administration of Foreign Exchange, Ministry of
Commerce of the PRC and People’s Bank of China (“PBOC”) rules.
There is only limited availability of Renminbi outside the PRC, which may affect the
liquidity of the CNY Subordinated Instruments and the Issuer’s ability to source Renminbi
outside the PRC to service the CNY Subordinated Instruments
As a result of the restrictions imposed by the PRC Government on cross-border Renminbi fund
flows, the availability of Renminbi outside of the PRC is limited.
While the PBOC has entered into agreements (“Settlement Agreements”) on the clearing of
Renminbi business with financial institutions in a number of financial centres and cities
(“Renminbi Clearing Banks”), including but not limited to Hong Kong, and is in the process of
establishing Renminbi clearing and settlement mechanisms in several other jurisdictions, the
current size of Renminbi-denominated financial assets outside the PRC is limited.
Renminbi business participating banks do not have direct Renminbi liquidity support from the
PBOC. The relevant Renminbi Clearing Bank will only have access to onshore liquidity support
from the PBOC to square open positions of participating banks for limited types of transactions
and is not obliged to square for participating banks any open positions resulting from other foreign
exchange transactions or conversion services. In such cases, the participating banks will need to
source Renminbi from the offshore market to square such open positions.
Although it is expected that the offshore Renminbi market will continue to grow in depth and size,
its growth is subject to many constraints as a result of PRC laws and regulations on foreign
exchange. There is no assurance that new PRC regulations will not be promulgated or the
Settlement Agreements will not be terminated or amended in the future, which will have the effect
of restricting availability of Renminbi offshore. The limited availability of Renminbi outside the PRC
may affect the liquidity of the CNY Subordinated Instruments. To the extent that the Issuer is
required to source Renminbi in the offshore market to service the CNY Subordinated Instruments,
there is no assurance that the Issuer will be able to source such Renminbi on satisfactory terms,
if at all. If the Renminbi is not available in certain circumstances as described under “Terms and
Conditions – Payments Inconvertibility, Non-transferability or Illiquidity”, the Issuer can make
payments under the CNY Subordinated Instruments in a currency other than Renminbi.
Investment in the CNY Subordinated Instruments is subject to exchange rate risks
The value of the Renminbi against the U.S. dollar, the Hong Kong dollar and other foreign
currencies fluctuates and is affected by changes in the PRC and international political and
economic conditions and by many other factors. Governments and monetary authorities may
impose (as some have done in the past) exchange controls that could adversely affect an
applicable interest rate. Subject to the Terms and Conditions of the CNY Subordinated
Instruments, and, in particular, the Issuer’s right to make payments in certain circumstances in
other currencies, the Issuer will make all payments of interest and principal with respect to the
CNY Subordinated Instruments in Renminbi. As a result, the value of these Renminbi payments
in foreign currency may vary with the prevailing exchange rates in the marketplace. For example,
when an investor buys CNY Subordinated Instruments, such investor may need to convert foreign
currency to Renminbi at the exchange rate available at that time. If the value of Renminbi
depreciates against the relevant foreign currency between then and the time that the Issuer pays

58

back the principal of the CNY Subordinated Instruments in Renminbi at maturity, the value of the
investment in the relevant foreign currency will have declined.
Payments in respect of the CNY Subordinated Instruments will only be made to investors
in the manner specified in the CNY Subordinated Instruments
All payments to investors in respect of the CNY Subordinated Instruments will be made solely by
(i) when the CNY Subordinated Instruments are represented by a Temporary Global Instrument
or a Permanent Global Instrument, transfer to a Renminbi bank account maintained in Hong Kong
in accordance with prevailing rules and procedures of Euroclear, Clearstream, Luxembourg or
CMU as applicable, or (ii) when the CNY Subordinated Instruments are in definitive form, transfer
to a Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and
regulations.
The Issuer cannot be required to make a payment by any other means (including in any other
currency (unless this is specified in the Pricing Supplement of the CNY Subordinated Instruments)
or by transfer to a bank account in the PRC).

59

DOCUMENTS INCORPORATED BY REFERENCE
Each of:
1. the consolidated audited annual financial statements (including the directors’
remuneration report, independent auditors’ report thereon and the notes thereto)
appearing on pages 66 to 91 (inclusive) and pages 167 to 300 (inclusive) of the Issuer’s
2023 Annual Report in respect of the year ended 30 September 2023; and

2. the consolidated audited annual financial statements (including the directors’
remuneration report, independent auditors’ report thereon and the notes thereto)
appearing on pages 68 to 93 (inclusive) and pages 142 to 278 (inclusive) of the Issuer’s
2024 Annual Report in respect of the year ended 30 September 2024,

shall be deemed to be incorporated in, and to form part of, this Information Memorandum.
Each of the:
1. “Terms and Conditions of the Subordinated Instruments” section on pages 42 to 107
(inclusive) of the Information Memorandum dated 14 November 2014 with Westpac
Banking Corporation as issuer;
2. “Terms and Conditions of the Subordinated Instruments” section on pages 43 to 104
(inclusive) of the Information Memorandum dated 25 January 2016 with Westpac Banking
Corporation as issuer;
3. “Terms and Conditions of the Subordinated Instruments” section on pages 47 to 109
(inclusive) of the Information Memorandum dated 23 June 2017 with Westpac Banking
Corporation as issuer;
4. “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 132
(inclusive) of the Information Memorandum dated 4 July 2019 with Westpac Banking
Corporation as issuer;
5. “Terms and Conditions of the Subordinated Instruments” section on pages 60 to 151
(inclusive) of the Information Memorandum dated 11 November 2020 with Westpac
Banking Corporation as issuer;
6. “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 157
(inclusive) of the Information Memorandum dated 8 November 2021 with Westpac
Banking Corporation as issuer;
7. “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 159
(inclusive) of the Information Memorandum dated 11 November 2022 with Westpac
Banking Corporation as issuer; and
8. “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 176
(inclusive) of the Information Memorandum dated 10 November 2023 with Westpac
Banking Corporation as issuer,
shall be deemed to be incorporated in, and to form part of, this Information Memorandum.
Any information contained in a document incorporated by reference herein which is not

60

incorporated in, and does not form part of, this Information Memorandum is either not relevant for
investors or is contained elsewhere in this Information Memorandum.
Following the publication of this Information Memorandum a supplementary Information
Memorandum may be prepared by the Issuer and approved by any relevant listing authority or
stock exchange. Statements contained in any such supplement (or contained in any document
incorporated by reference therein) shall, to the extent applicable (whether expressly, by
implication or otherwise), be deemed to modify or supersede statements contained in this
Information Memorandum or in a document which is incorporated by reference in this Information
Memorandum. Any statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this Information Memorandum.
For as long as the Programme remains in effect or any Subordinated Instruments are outstanding,
copies of the documents incorporated by reference herein may be inspected during the normal
business hours at the office of the Fiscal Agent (or the other office(s) of the Paying Agent(s) in the
UK) specified on page 240 of this Information Memorandum and from the registered head office
of Westpac Banking Corporation.
When deciding whether or not to subscribe for, purchase or otherwise deal in any Subordinated
Instruments or any rights in respect of any Subordinated Instruments, investors should:
• review, amongst other things, the documents which are deemed to be incorporated by
reference in this Information Memorandum; and

• have regard to the information lodged by the Issuer with ASX including in compliance with
its continuous and periodic disclosure obligations (made available at www.asx.com.au),
including announcements which may be made by Westpac after the date of publication
of this Information Memorandum.

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TERMS AND CONDITIONS OF THE SUBORDINATED INSTRUMENTS
The following are the Terms and Conditions of the Subordinated Instruments which, as
supplemented in relation to any Subordinated Instruments by the relevant Pricing Supplement,
will be applicable to each Series of Subordinated Instruments:
The subordinated debt instruments (the “Subordinated Instruments”) are issued pursuant to
and in accordance with an amended and restated issue and paying agency agreement (as
amended, supplemented or replaced, the “Issue and Paying Agency Agreement”) dated 11
November 2022 and made between Westpac Banking Corporation (ABN 33 007 457 141) (the
“Issuer”), The Bank of New York Mellon, London Branch in its capacities as fiscal agent (the
“Fiscal Agent”, which expression shall include any successor to The Bank of New York Mellon,
London Branch in its capacity as Fiscal Agent) and as principal registrar (the “Principal
Registrar”, which expression shall include any successor to The Bank of New York Mellon,
London Branch in its capacity as such), The Bank of New York Mellon SA/NV, Luxembourg Branch
in its capacities as first alternative registrar and Luxembourg paying agent (the “First Alternative
Registrar” and the “Luxembourg Paying Agent”, which expressions shall include any successor
to The Bank of New York Mellon SA/NV, Luxembourg Branch in its capacities as such), The Bank
of New York Mellon in its capacity as second alternative registrar (the “Second Alternative
Registrar”, which expression shall include any successor to The Bank of New York Mellon in its
capacity as such), The Bank of New York Mellon, Hong Kong Branch in its capacities as Hong
Kong paying agent and as lodging agent (the “Hong Kong Paying Agent” and the “Lodging
Agent”, which expressions shall include any successors to The Bank of New York Mellon, Hong
Kong Branch in its capacities as such) and the other paying agents named therein (together with
the Hong Kong Paying Agent, the “Paying Agents”, which expression shall include the Fiscal
Agent and any substitute or additional paying agents appointed in accordance with the Issue and
Paying Agency Agreement).
The Subordinated Instruments have the benefit of a deed of covenant (as amended,
supplemented or replaced, the “Deed of Covenant”) dated 11 November 2020 executed by the
Issuer in relation to the Subordinated Instruments. Copies of the Issue and Paying Agency
Agreement and the Deed of Covenant are available for inspection during normal business hours
at the Specified Office of each of the Paying Agents, the Principal Registrar, the First Alternative
Registrar and the Second Alternative Registrar. All persons from time to time entitled to the benefit
of obligations under any Subordinated Instruments shall be deemed to have notice of, and shall
be bound by, all of the provisions of the Issue and Paying Agency Agreement and the Deed of
Covenant insofar as they relate to the relevant Subordinated Instruments.
The Subordinated Instruments are issued in series (each, a “Series”), and each Series may
comprise one or more tranches (“Tranches” and each, a “Tranche”) of Subordinated Instruments.
Each Tranche will be the subject of an applicable pricing supplement (each, the “Pricing
Supplement”), a copy of which will be available for inspection during normal business hours at
the Specified Office of the Fiscal Agent and/or, as the case may be, the Registrar (as defined in
Condition 3.2 (Title and Transfer)). In the case of a Tranche of Subordinated Instruments in
relation to which application has not been made for listing and/or trading on or by any competent
listing authority and/or stock exchange, copies of the Pricing Supplement will only be available for
inspection by a Holder (as defined in Condition 3.1 (Title and Transfer) or Condition 3.2 (Title and
Transfer), as applicable) of or, as the case may be, a Relevant Account Holder (as defined in the
Deed of Covenant) in respect of, such Subordinated Instruments.
References in these Terms and Conditions to Subordinated Instruments are to Subordinated
Instruments of the relevant Series only and any references to Coupons (as defined in Condition

62

2.6 (Form and Denomination)) are to Coupons relating to Subordinated Instruments of the
relevant Series.
References in these Terms and Conditions to the Pricing Supplement are to the Pricing
Supplement prepared in relation to the Subordinated Instruments of the relevant Tranche or
Series and endorsed on or attached to such Subordinated Instruments.
In respect of any Subordinated Instruments, references herein to these Terms and Conditions are
to these terms and conditions as supplemented by the Pricing Supplement.
1. Interpretation
Definitions
1.1 In these Terms and Conditions, the following expressions have the following
meanings:
“Additional Amount” has the meaning given to it in Condition 10.1 (Gross up);
“Additional Business Centre(s)” means the city or cities specified as such in the Pricing
Supplement;
“Additional Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“ADI” means Authorised Deposit-taking Institution, meaning a body corporate authorised
under section 9 of the Banking Act, to carry on banking business in Australia;
“Adjustment Spread” means a spread (which may be positive or negative) or formula or
methodology for calculating a spread, which is required to be applied to a Successor
Reference Rate or an Alternative Reference Rate (as applicable) as a result of the
replacement of the Reference Rate with such Successor Reference Rate or Alternative
Reference Rate (as applicable);
“Alternative Reference Rate” means the rate which the Issuer determines has replaced
the relevant Reference Rate in customary market usage in the international debt capital
markets for the purposes of determining rates of interest in respect of bonds denominated
in the Specified Currency and of a comparable duration to the relevant Interest Accrual
Periods, or, if the Issuer determines (acting in good faith and in a commercially
reasonable manner) that there is no such rate, such other rate the Issuer determines in
its discretion (acting in good faith and in a commercially reasonable manner) is most
comparable to the relevant Reference Rate;
“Approved Replacement Notice” has the meaning given to it in Condition 6.14(a)
(Amendment of Terms and Conditions relating to Conversion for Approved Successor);
“Approved Successor” means a holding company that replaces, or is proposed to
replace, the Issuer as the ultimate holding company of the Westpac Group and that
satisfies the following requirements:
(a) the proposed successor holding company complies with all applicable legal
requirements and obtains any necessary regulatory approvals (including, to the

63

extent required, APRA’s prior written approval);
(b) the proposed successor holding company agrees to take any necessary action
to give effect to an amendment to the Terms and Conditions as contemplated in
Condition 6.14 (Amendment of Terms and Conditions relating to Conversion for
Approved Successor);
(c) the ordinary shares of the proposed successor holding company are to be listed
on the ASX or any internationally recognised stock exchange;
(d) the proposed successor holding company has a place of business in New South
Wales, Australia or has appointed a process agent in New South Wales, Australia
to receive service of process on its behalf in relation to any legal proceedings
arising out of or in connection with the Subordinated Instruments;
(e) the proposed successor holding company has, in the reasonable opinion of an
independent expert, the financial capacity to perform the Issuer’s obligations
under these Terms and Conditions and the Deed of Covenant in respect of the
Subordinated Instruments; and
(f) the proposed replacement of the Issuer and the requirements described in
paragraphs (a) to (c) of this definition would not, in the reasonable opinion of an
independent expert, otherwise adversely affect the interests of Holders,
and for the purposes of this definition, “independent expert” means a reputable
investment bank, accounting firm or other suitably qualified body operating in Australia,
or an investment bank, accounting firm or other suitably qualified body of international
repute, acting independently of the Issuer and appointed by the Issuer to provide the
opinions referred to in paragraphs (e) and (f) of this definition;
“APRA” means the Australian Prudential Regulation Authority;
“ARRC Benchmark Replacement” means, where the Reference Rate is SOFR or SOFR
Index, the first alternative set forth in the order below that can be determined by the Issuer
or the Independent Adviser as of the Benchmark Replacement Date:
(a) the sum of (x) the alternate rate of interest that has been selected or
recommended by the Relevant Governmental Body as the replacement for the
Reference Rate where applicable for the applicable Corresponding Tenor and (y)
where applicable the Benchmark Replacement Adjustment (if any);
(b) the sum of (x) the ISDA Fallback Rate and (y) the Benchmark Replacement
Adjustment (if any); or
(c) the sum of (x) the alternate rate of interest selected by the Issuer or the
Independent Adviser (acting in good faith and in a commercially reasonable
manner) as the replacement for the then-current Reference Rate for the
applicable Corresponding Tenor giving due consideration to any industry-
accepted rate of interest as a replacement for the then-current Reference Rate
for floating rate notes denominated in USD at such time and (y) the Benchmark
Replacement Adjustment (if any);

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“Assets” means, in respect of the Issuer, its total non-consolidated gross assets as
shown by the latest published full-year audited or half-year reviewed accounts, as the
case may be, of the Issuer, but adjusted for events subsequent to the date of such
accounts in such manner and to such extent as two authorised signatories of the Issuer
or, if the Issuer is in Winding-Up, the Liquidator may determine to be appropriate;
“ASX” means the Australian Securities Exchange operated by ASX Limited (ABN 98 008
624 691);
“ASX Business Day” means a business day as defined in the ASX Listing Rules;
“ASX Listing Rules” means the listing rules of ASX from time to time with any
modifications or waivers in their application to the Issuer which ASX may grant;
“Australian dollars” and “A$” mean the lawful currency of Australia;
“Banking Act” has the meaning given to such term in Condition 4 (Status of the
Subordinated Instruments - General);
“BBSW Rate” has the meaning given to it in Condition 7.4(f) (Floating Rate Subordinated
Instrument Provisions);
“Benchmark Event” means, in respect of any Reference Rate:
(a) the relevant Reference Rate ceasing to exist or be published for a period of at
least five Business Days; or
(b) a public statement by the administrator of the relevant Reference Rate that it has
ceased, or it will, by a specified date within the following six months (or, if later,
the next Interest Determination Date), cease, publishing the relevant Reference
Rate permanently or indefinitely (in circumstances where no successor
administrator has been appointed that will continue publication of the relevant
Reference Rate); or
(c) a public statement by the supervisor of the administrator of the relevant
Reference Rate, the central bank for the currency of the Reference Rate, an
insolvency official with jurisdiction over the administrator for the Reference Rate,
a resolution authority with jurisdiction over the administrator for the Reference
Rate or a court or an entity with similar insolvency or resolution authority over the
administrator for the Reference Rate, that the relevant Reference Rate has been
or will, by a specified date within the following six months (or, if later, the next
Interest Determination Date), be permanently or indefinitely discontinued; or
(d) a public statement by the supervisor of the administrator of the relevant
Reference Rate that means the relevant Reference Rate will be prohibited from
being used or that its use will be subject to restrictions or adverse consequences,
in each case within the following six months (or, if later, the next Interest
Determination Date); or
(e) it has become unlawful for any Paying Agent, the Issuer or any other party to
calculate any payments due to be made to any holder of the Subordinated

65

Instruments using the relevant Reference Rate; or
(f) a public statement or publication of information by the supervisor of the
administrator of the relevant Reference Rate announcing that the Reference Rate
is no longer representative;
“Benchmark Replacement Adjustment” means the first alternative set forth in the order
below that can be determined by the Issuer or the Independent Adviser as of the
Benchmark Replacement Date:
(a) the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been
selected or recommended by the Relevant Governmental Body for the applicable
Unadjusted Benchmark Replacement;
(b) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA
Fallback Rate, then the ISDA Fallback Adjustment;
(c) the spread adjustment (which may be a positive or negative value or zero) that
has been selected by the Issuer or the Independent Adviser acting in good faith
and in a commercially reasonable manner and giving due consideration to any
industry-accepted spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the then-current benchmark with
the applicable Unadjusted Benchmark Replacement for floating rate notes
denominated in U.S. dollars at such time;
“Benchmark Replacement Conforming Changes” means, with respect to any ARRC
Benchmark Replacement, any technical, administrative or operational changes (including
without limitation changes to the definition of "Interest Period" or “Interest Accrual Period”,
determination dates, timing and frequency of determining rates and making payments of
interest, rounding of amounts, or tenors, and other administrative matters) that the Issuer
or the Independent Adviser decides (acting in good faith and in a commercially
reasonable manner) may be appropriate to reflect the adoption of such ARRC Benchmark
Replacement in a manner substantially consistent with market practice (or, if the Issuer
or the Independent Adviser decides that adoption of any portion of such market practice
is not administratively feasible or if the Issuer or the Independent Adviser determines that
no market practice for use of the ARRC Benchmark Replacement exists, in such other
manner as the Issuer or the Independent Adviser determines is reasonably necessary);
“Benchmark Replacement Date” means the earliest to occur of the following events with
respect to the Reference Rate (including, in the case of Compounded Daily SOFR or
Compounded Index SOFR, the daily published component used in the calculation
thereof):
(a) in the case of paragraph (a) or (b) of the definition of "Benchmark Transition
Event", the later of (x) the date of the public statement or publication of
information referenced therein and (y) the date on which the administrator of the
Reference Rate permanently or indefinitely ceases to provide the Reference Rate
(or such component thereof); or
(b) in the case of paragraph (c) of the definition of "Benchmark Transition Event", the
effective date as of which the Reference Rate (or such component thereof) will

66

no longer be representative, which may be the date of the public statement or
publication of information referenced in the definition of Benchmark Transition
Event or another date.
If the event giving rise to the Benchmark Replacement Date occurs on the same day as,
but earlier than, the Reference Time in respect of any determination, the Benchmark
Replacement Date will be deemed to have occurred prior to the Reference Time for such
determination;
“Benchmark Transition Event” means the occurrence of one or more of the following
events with respect to the Reference Rate (including, in the case of Compounded Daily
SOFR or Compounded Index SOFR, the daily published component used in the
calculation thereof):
(a) a public statement or publication of information by or on behalf of the
administrator of the Reference Rate (or such component thereof) announcing that
such administrator has ceased or will cease to provide the Reference Rate (or
such component thereof), permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor administrator that will
continue to provide the Reference Rate (or such component thereof);
(b) a public statement or publication of information by the regulatory supervisor for
the administrator of the Reference Rate (or such component thereof) the central
bank for the currency of the Reference Rate (or such component thereof), an
insolvency official with jurisdiction over the administrator for the Reference Rate
(or such component thereof), a resolution authority with jurisdiction over the
administrator for the Reference Rate (or such component thereof) or a court or
an entity with similar insolvency or resolution authority over the administrator for
the Reference Rate (or such component thereof), which states that the
administrator of the Reference Rate (or such component thereof) has ceased or
will cease to provide the Reference Rate (or such component thereof)
permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the
Reference Rate (or such component thereof); or
(c) a public statement or publication of information by the regulatory supervisor for
the administrator of the Reference Rate announcing that the Reference Rate (or
such component thereof) is no longer, or as of a specified future date will no
longer be, representative;
“Broken Amount” has the meaning given in the Pricing Supplement;
“Business Day” means:
(a) for the purposes of Condition 9A.6 (Payments on business days) only, a day on
which banks in the relevant place of presentation are open for presentation and
payment of bearer debt securities and for dealings in foreign currencies; or
(b) in relation to any sum payable, either:
(i) where such sum is payable in a currency other than euro or Renminbi, a

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day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealing in foreign
exchange and foreign currency deposits) in the Principal Financial
Centre which, if the relevant currency is Australian dollars or New
Zealand dollars, shall be Sydney and Auckland, respectively, and any
Additional Business Centre(s) specified in the Pricing Supplement; or
(ii) where such sum is payable in euro, a day on which commercial banks
and foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency
deposits) in the Principal Financial Centre, each (if any) Additional
Business Centre(s) specified in the Pricing Supplement and a T2
Settlement Day; or
(iii) where such sum is payable in Renminbi, a day (other than a Saturday,
Sunday or public holiday) on which commercial banks and foreign
exchange markets in Hong Kong are generally open for business and
settlement of Renminbi payments in Hong Kong and any Additional
Business Centre(s) specified in the Pricing Supplement;
(c) for all other purposes, a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including dealing in
foreign exchange and foreign currency deposits) in the Principal Financial Centre
and any Additional Business Centre(s) specified in the Pricing Supplement;
“Business Day Convention”, means a convention for adjusting any date if it would
otherwise fall on a day that is not a Business Day, and in relation to any particular date,
has the meaning given in the Pricing Supplement and, in this context, the following
expressions shall have the following meanings:
(a) “Following Business Day Convention” means that the relevant date shall be
postponed to the first following day that is a Business Day;
(b) “FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention”
means that the relevant date is postponed to the next following day which is a
Business Day unless that day falls in the next calendar month, in which event:
(i) such date is brought forward to the first preceding day that is a Business
Day; and
(ii) each subsequent Interest Payment Date is the last Business Day in the
calendar month which is the specified number of months (or other period
specified as the Interest Period in the Pricing Supplement) after the
calendar month in which the preceding applicable Interest Payment Date
occurred;
(c) “Modified Following Business Day Convention” means that the relevant date
shall be postponed to the first following day that is a Business Day unless that
day falls in the next calendar month in which case that date will be the first
preceding day that is a Business Day;

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(d) “Preceding Business Day Convention” means that the relevant date shall be
brought forward to the first preceding day that is a Business Day; and
(e) “No Adjustment” means that the relevant date shall not be adjusted in
accordance with any Business Day Convention;
“Calculation Agent” means the Fiscal Agent or such other Person specified in the Pricing
Supplement as the party responsible for calculating the Interest Rate(s) and Interest
Amount(s) and/or such other amount(s) as may be specified in the Pricing Supplement;
“Calculation Amount” has the meaning given in the Pricing Supplement or, where no
such amount is specified, means (i) if there is only one Denomination, the Denomination
of the relevant Subordinated Instruments, and (ii) if there are several Denominations, the
highest common factor of these Denominations. Note there must be a common factor in
the case of two or more Denominations;
“Cboe” means Cboe Australia Pty Ltd (ACN 129 584 667) or the financial market operated
by Cboe Australia Pty Ltd, as the context requires;
“CHESS” means the Clearing House Electronic Sub-register System operated by ASX
Settlement Pty Limited (ABN 49 008 504 532);
“Clearing System” means Euroclear, Clearstream, Luxembourg or any other clearing
and settlement system specified in the Pricing Supplement;
“Clearstream, Luxembourg” means the clearing and settlement system operated by
Clearstream Banking S.A.;
“CMU Service” means the Central Moneymarkets Unit Service operated by the Hong
Kong Monetary Authority;
“Common Equity Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“Conversion” means, upon the occurrence of a Non-Viability Trigger Event, the
conversion of all or some Subordinated Instruments (or a percentage of the Outstanding
Principal Amount of each Subordinated Instrument) into Ordinary Shares of the Issuer in
accordance with these Terms and Conditions. “Convert” and “Converted” shall have
corresponding meanings;
“Conversion Number” has the meaning given in Condition 6.1 (Conversion);
“Corresponding Tenor” with respect to an ARRC Benchmark Replacement means a
tenor (including overnight) having approximately the same length (disregarding business
day adjustment) as the applicable tenor for the Reference Rate;
“Coupon Sheet” means, in respect of a Subordinated Instrument, a coupon sheet relating
to such Subordinated Instrument;
“Cum Value” has the meaning given in Condition 6.2(a) (Adjustments to VWAP
generally);

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“Day Count Fraction” means, in respect of the calculation of an amount for any period
of time (the “Calculation Period”), such day count fraction as may be specified in these
Terms and Conditions or the Pricing Supplement and:
(a) if “Actual/Actual (ICMA)” is so specified, means:
(i) where the Calculation Period is equal to or shorter than the Regular
Period during which it falls, the actual number of days in the Calculation
Period divided by the product of (1) the actual number of days in such
Regular Period and (2) the number of Regular Periods normally ending
in any year; and
(ii) where the Calculation Period is longer than one Regular Period, the sum
of:
(A) the actual number of days in such Calculation Period falling in
the Regular Period in which it begins divided by the product of
(1) the number of days in such Regular Period and (2) the
number of Regular Periods in any year; and
(B) the number of days in such Calculation Period falling in the next
Regular Period divided by the product of (1) the number of days
in such Regular Period and (2) the number of Regular Periods
normally ending in any year;
(b) if “Actual/365” or “Actual/Actual (ISDA)” is so specified, means the actual
number of days in the Calculation Period divided by 365 (or, if any portion of the
Calculation Period falls in a leap year, the sum of (A) the actual number of days
in that portion of the Calculation Period falling in a leap year divided by 366 and
(B) the actual number of days in that portion of the Calculation Period falling in a
non-leap year divided by 365);
(c) if “Actual/365 (Fixed)” is so specified, means the actual number of days in the
Calculation Period divided by 365;
(d) if “Actual/360” is so specified, means the actual number of days in the Calculation
Period divided by 360;
(e) if “30/360” is so specified, means the number of days in the Calculation Period
divided by 360 calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;

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“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last
day included in the Calculation Period, unless such number would be 31 and D1
is greater than 29, in which case D2 will be 30;
(f) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in
the Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation
Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period,
unless such number would be 31, in which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last
day included in the Calculation Period, unless such number would be 31, in which
case D2 will be 30;
(g) if “30E/360 (ISDA)” is so specified, means the number of days in the Calculation
Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation
Period falls;

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“Y2” is the year, expressed as a number, in which the day immediately following
the last day of the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period,
unless (i) that day is the last day of February or (ii) such number would be 31, in
which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last
day included in the Calculation Period, unless (i) that day is the last day of
February but not the Maturity Date or (ii) such number would be 31, in which case
D2 will be 30;
“Denomination” has the meaning given in the Pricing Supplement;
“Early Redemption Amount (Adverse Tax Event)” has the meaning given in Condition
8.4(b) (Early redemption for adverse tax events);
“Early Redemption Amount (Call)” has the meaning given in Condition 8.3(b) (Early
redemption at the option of the Issuer);
“Early Redemption Amount (Regulatory Event)” has the meaning given in Condition
8.5(b) (Early redemption for regulatory events);
“Early Redemption Date” means, as appropriate, the Early Redemption Date (Call), the
Early Redemption Date (Adverse Tax Event) or the Early Redemption Date (Regulatory
Event), in each case, as specified in the Pricing Supplement;
“Equal Ranking Instruments” means instruments which satisfy the requirements set out
in one of the following paragraphs (a) or (b):
(a) any instruments, present and future, issued by the Issuer which:
(i) by their terms are, or are expressed to be, subordinated in a Winding-Up
to the claims of Senior Creditors;
(ii) qualify as Tier 2 Capital of the Issuer; and
(iii) in a Winding-Up rank, or are expressed to rank, prior to, and senior in
right of payment to, instruments which constitute Additional Tier 1 Capital
or Common Equity Tier 1 Capital of the Issuer; or
(b) any other instruments, present and future, issued by the Issuer where, the right
to repayment ranks, or is expressed to rank, in a Winding-Up equally with the
claims of Holders (irrespective of whether or not such instruments qualify as Tier
2 Capital of the Issuer);

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“Early Termination Amount” has the meaning given in Condition 11.3 (Events of
Default);
“Euroclear” means the clearing and settlement system operated by Euroclear Bank
SA/NV;
“EURIBOR” means the Euro Interbank Offered Rate;
“Extraordinary Resolution” has the meaning given in the Issue and Paying Agency
Agreement;
“FATCA” means:
(a) sections 1471 to 1474 of the United States Internal Revenue Code of 1986, as
amended, including any regulations or official interpretations issued;
(b) any treaty, law or regulation of any other jurisdiction, or relating to an
intergovernmental agreement between the U.S. and any other jurisdiction, which
(in either case) facilitates the implementation of any law or regulation referred to
in paragraph (a) above; or
(c) any agreement pursuant to the implementation of any treaty, law or regulation
referred to in paragraphs (a) or (b) above with the U.S. Internal Revenue Service,
the U.S. government or any governmental or taxation authority in any other
jurisdiction;
“FATCA Withholding” means any deduction or withholding arising under or in connection
with, or in order to ensure compliance with, FATCA;
“Final Redemption Amount” means, in respect of any Subordinated Instrument, its
Outstanding Principal Amount or such other amount as may be specified in the Pricing
Supplement;
“Fixed Coupon Amount” has the meaning given in the Pricing Supplement;
“Fixed Rate Reset Date” has the meaning given in the Pricing Supplement;
“Foreign Holder” means a Holder (a) whose place of residence is outside Australia or
(b) who the Issuer otherwise believes may not be a resident of Australia and, in either
case, the Issuer is not satisfied that the laws of both the Commonwealth of Australia and
the Holder’s country of residence would permit the offer to, or the unconditional holding
or acquisition of Ordinary Shares by, the Holder (but the Issuer will not be bound to
enquire and any decision is in its sole discretion);
“Holder” has the meaning given in Condition 3.1 (Title and Transfer);
“Independent Adviser” means an independent financial institution of international repute
or other independent financial adviser experienced in the international debt capital
markets;

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“Ineligible Holder” means:
(a) a Holder who is prohibited or restricted by any applicable law or regulation in force
in Australia (including, but not limited to, Chapter 6 of the Corporations Act 2001
of Australia (the “Corporations Act 2001”), the Foreign Acquisitions and
Takeovers Act 1975 of Australia, the Financial Sector (Shareholdings) Act 1998
of Australia and Part IV of the Competition and Consumer Act 2010 of Australia)
from being offered, holding or acquiring Ordinary Shares (provided that if the
relevant prohibition or restriction only applies to the Holder in respect of some of
its Subordinated Instruments, it shall only be treated as an Ineligible Holder in
respect of those Subordinated Instruments and not in respect of the balance of
its Subordinated Instruments). The Issuer will be entitled to treat a Holder as not
being an Ineligible Holder unless the Holder has otherwise notified it after the
Issue Date and prior to the Non-Viability Trigger Event Date; or
(b) a Foreign Holder;
“Initial Rate of Interest” has the meaning given in the Pricing Supplement;
“Interest Accrual Period” means, in respect of an Interest Period, each successive
period beginning on and including an Interest Period End Date and ending on but
excluding the next succeeding Interest Period End Date during that Interest Period
provided always that the first Interest Accrual Period shall commence on and include the
Interest Commencement Date and the final Interest Accrual Period shall end on but
exclude the Maturity Date or such other date of redemption of the Subordinated
Instruments;
“Interest Amount” means, in relation to a Subordinated Instrument and an Interest
Period, the amount of interest payable per Calculation Amount in respect of that
Subordinated Instrument for that Interest Period;
“Interest Commencement Date” means the Issue Date of the Subordinated Instruments
or such other date as may be specified as the Interest Commencement Date in the Pricing
Supplement;
“Interest Determination Date” has the meaning given in the Pricing Supplement;
“Interest Payment Date” means the date or dates specified as such in the Pricing
Supplement and, if a Business Day Convention is specified in the Pricing Supplement:
(a) as the same may be adjusted in accordance with the relevant Business Day
Convention; or
(b) if the Business Day Convention is the FRN Convention, Floating Rate Convention
or Eurodollar Convention and an interval of a number of calendar months is
specified in the relevant Pricing Supplement as being the Specified Period, each
of such dates as may occur in accordance with the FRN Convention, Floating
Rate Convention or Eurodollar Convention at such Specified Period of calendar
months following the Interest Commencement Date (in the case of the first

74

Interest Payment Date) or the previous Interest Payment Date (in any other case);
“Interest Period” means each period beginning on (and including) the Interest
Commencement Date or any Interest Payment Date and ending on (but excluding) the
next Interest Payment Date with the final Interest Period ending on (but excluding) the
Maturity Date or such other date of redemption of the Subordinated Instruments;
“Interest Period End Date” means the date or dates specified as such in the Pricing
Supplement and, if a Business Day Convention is specified in the Pricing Supplement,
as the same may be adjusted in accordance with the relevant Business Day Convention
or, if the Business Day Convention is the FRN Convention and an interval of a number of
calendar months is specified in the Pricing Supplement as the Interest Accrual Period,
such dates as may occur in accordance with the FRN Convention at such Specified
Period of calendar months following the Interest Commencement Date (in the case of the
first Interest Period End Date) or the previous Interest Period End Date (in any other case)
or, if none of the foregoing is specified in the Pricing Supplement, the date or each of the
dates which correspond with the Interest Payment Date(s) in respect of the Subordinated
Instruments;
“Interest Rate” or “Rate of Interest” means the rate or rates (expressed as a percentage
per annum) of interest payable in respect of the Outstanding Principal Amount of the
Subordinated Instruments specified in Pricing Supplement or calculated or determined in
accordance with the provisions of these Terms and Conditions and/or the Pricing
Supplement;
“ISDA Definitions” means the 2021 ISDA Interest Rate Derivatives Definitions as
amended and updated as at the Issue Date of the first Tranche of the Subordinated
Instruments of the relevant Series (as specified in the Pricing Supplement) and as
published by the International Swaps and Derivatives Association, Inc.;
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or
negative value or zero) that would apply for derivatives transactions referencing the ISDA
Definitions to be determined upon the occurrence of an index cessation event with
respect to the Reference Rate for the applicable tenor;
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions
referencing the ISDA Definitions to be effective upon the occurrence of an index cessation
date with respect to the Reference Rate for the applicable tenor excluding the applicable
ISDA Fallback Adjustment;
“Issue Date” has the meaning given in the Pricing Supplement;
“Issue Date VWAP” means, in respect of Subordinated Instruments of a Series, the
VWAP during the period of 20 ASX Business Days on which trading in Ordinary Shares
took place immediately preceding (but not including) the first date on which any
Subordinated Instruments of that Series were issued, as adjusted in accordance with
Condition 6 (Procedures for Conversion);
“Junior Ranking Capital Instruments” means instruments, present and future, issued

75

by the Issuer which:
(a) by their terms are, or are expressed to be, subordinated in a Winding-Up to the
claims of Holders and other Equal Ranking Instruments; and
(b) qualify as Additional Tier 1 Capital or Common Equity Tier 1 Capital of the Issuer;
“Liabilities” means, in respect of the Issuer, its total non-consolidated gross liabilities as
shown by its latest published full-year audited or half-year reviewed accounts, as the case
may be, but adjusted for events subsequent to the date of such accounts in such manner
and to such extent as two authorised signatories of the Issuer or, if the Issuer is in
Winding-Up, the Liquidator may determine to be appropriate;
“Liquidator” means the liquidator or other official responsible for the conduct and
administration of a Winding-Up;
“Local Banking Day” means a day (other than a Saturday, Sunday or public holiday) on
which commercial banks are open for business (including dealings in foreign exchange
and foreign currency deposits) in the place of presentation of the relevant Subordinated
Instrument or, as the case may be, Coupon;
“Margin” has the meaning given in the Pricing Supplement;
“Maturity Date” means the date specified as such in the provisions of the Pricing
Supplement and, if a Business Day Convention is specified in the Pricing Supplement,
as the same may be adjusted in accordance with the relevant Business Day Convention;
“Maximum Conversion Number” has the meaning given in Condition 6.1 (Conversion);
“Maximum Redemption Amount” has the meaning given in the Pricing Supplement;
“Member State” means a Member State of the European Union;
“Minimum Redemption Amount” has the meaning given in the Pricing Supplement;
a “Non-Viability Trigger Event” occurs when APRA notifies the Issuer in writing that it
believes:
(a) Conversion or Write-off of Subordinated Instruments, or conversion, write-off or
write-down of Relevant Securities is necessary because, without it, the Issuer
would become non-viable; or
(b) a public sector injection of capital, or equivalent support, is necessary because,
without it, the Issuer would become non-viable;
“Non-Viability Trigger Event Date” has the meaning given to it in Condition 5.1(c)(iii)
(Non-Viability Trigger Event);
“Ordinary Resolution” has the meaning given in the Issue and Paying Agency
Agreement;

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“Ordinary Share” means a fully paid ordinary share in the capital of the Issuer;
“Original Reference Rate” means the benchmark or screen rate (as applicable) originally
specified in the applicable Pricing Supplement for the purposes of determining the
relevant Interest Rate (or any component part thereof) in respect of the Instruments
(provided that if, following one or more Benchmark Events, such originally specified
Reference Rate (or any Successor Reference Rate or Alternative Reference Rate which
has replaced it) has been replaced by a (or further) Successor Reference Rate or
Alternative Reference Rate and a Benchmark Event subsequently occurs in respect of
such Successor Reference Rate or Alternative Reference Rate, the term “Original
Reference Rate” shall include any such Successor Reference Rate or Alternative
Reference Rate);
“Outstanding” means, on any day, all Subordinated Instruments issued, less such
Subordinated Instruments:
(a) which have been redeemed, Converted, Written-off or satisfied in full by the
Issuer in accordance with the Terms and Conditions;
(b) for the payment of which funds equal to their aggregate Outstanding Principal
Amount are on deposit with the relevant Paying Agent on terms which prohibit
the return of the deposit or the use of the deposit for any purpose other than the
payment of such Subordinated Instruments or in respect of which the relevant
Paying Agent holds an irrevocable direction to apply funds in repayment of
Subordinated Instruments to be redeemed on that day;
(c) in respect of which a Holder is unable to make a claim as a result of the operation
of Condition 12 (Prescription); or
(d) those which have been purchased and cancelled as provided in the Terms and
Conditions,
provided that for the purposes of:
(i) ascertaining the right to attend and vote at any meeting of the Holders;
and
(ii) the determination of how many Subordinated Instruments are
outstanding for the purposes of the definition of the Outstanding Principal
Amount,
such Subordinated Instruments which are beneficially held by, or are held on behalf of,
the Issuer and not cancelled shall be deemed not to remain outstanding;
“Outstanding Principal Amount” means in respect of any Subordinated Instrument
which is Outstanding at any time, the outstanding principal amount of the Subordinated
Instrument, and for such purposes:
(a) the principal amount of a Subordinated Instrument issued at a discount or at par,
but which has not been Converted or Written-off, is at any time to be taken to be
equal to its Denomination;

77

(b) if an amount is required to be determined in Australian dollars, the Australian
dollar equivalent of a Subordinated Instrument denominated in a Specified
Currency is to be determined on the basis of the spot rate of exchange for the
sale of Australian dollars against the purchase of such relevant Specified
Currency in the Sydney foreign exchange market quoted by any leading bank
selected by the Issuer on the relevant calculation date. The calculation date is, at
the discretion of the Issuer, either the date specified in the relevant formula in
Condition 6.1(a) (Conversion) or the preceding day on which commercial banks
and foreign exchange markets are open for business in Sydney or such other
date as may be specified by the Issuer in the Pricing Supplement; and
(c) if the principal amount of a Subordinated Instrument has from time to time been
Converted or Written-off as described in, and in accordance with, Conditions 5
(Non-Viability, Conversion and Write-off) and 6 (Procedures for Conversion), the
principal amount of the Subordinated Instrument will be reduced by the principal
amount so Converted or Written-off;
“Person” means any individual, company, corporation, firm, partnership, joint venture,
trust, estate, association, organisation, state or agency of a state or other entity, whether
or not having separate legal personality;
“Principal Financial Centre” means, in relation to any currency, the principal financial
centre for that currency provided, however, that in relation to euro, it means the principal
financial centre of such Member State of the European Union as is selected (in the case
of a payment) by the payee or (in the case of a calculation) by the Calculation Agent;
“Prudential Standards” means the prudential standards and guidelines published by
APRA and as applicable to the Issuer from time to time;
“Reclassification” has the meaning given in Condition 6.3 (Adjustments to VWAP for
capital reconstruction);
“Record Date” has the meaning given in Condition 9B.4;
“Redemption Amount” means, as appropriate, the Final Redemption Amount, the Early
Redemption Amount (Call), the Early Redemption Amount (Adverse Tax Event) or the
Early Redemption Amount (Regulatory Event);
“Reference Banks” has the meaning given in the Pricing Supplement or, if none is
specified, four major banks selected by the Issuer or the Independent Adviser appointed
by the Issuer in the inter-bank market that is most closely connected with the Reference
Rate;
“Reference Price” has the meaning given in the Pricing Supplement;
“Reference Rate” means (i) one of the following interbank lending rates, overnight rates,
swap rates or bank bill rates: “BBSW Rate”, “BKBM”, “Compounded Daily CORRA”,
“€STR”, “€STR Index”, “EURIBOR”, “SOFR”, “SOFR Index”, “SONIA” or “SONIA Index”,
in each case for the relevant currency and for the relevant period as specified in the
Pricing Supplement; and/or (ii) any Reset Reference Rate as specified in the Pricing
Supplement;

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“Reference Time” with respect to any determination of the Reference Rate (including, in
the case of Compounded Daily SOFR or Compounded Index SOFR, the daily published
component used in the calculation thereof) means:
(a) (x) where the Reference Rate (or such component thereof) is SOFR, 3.00 p.m.
(New York City time) on the U.S. Government Securities Business Day
immediately following the date that the relevant rate is in respect of, and (y) where
the Reference Rate (or such component thereof) is SOFR Index, 3.00 p.m. (New
York City time) on the U.S. Government Securities Business Day that the relevant
rate is in respect of; or
(b) otherwise, the time determined by the Issuer or the Independent Adviser after
giving effect to the Benchmark Replacement Conforming Changes;
“Regular Period” means:
(a) in the case of Subordinated Instruments where interest is scheduled to be paid
only by means of regular payments, each period from and including the Interest
Commencement Date to but excluding the first Interest Payment Date and each
successive period from and including one Interest Payment Date to but excluding
the next Interest Payment Date;
(b) in the case of Subordinated Instruments where, apart from the first Interest Period,
interest is scheduled to be paid only by means of regular payments, each period
from and including a Regular Date falling in any year to but excluding the next
Regular Date, where “Regular Date” means the day and month (but not the year)
on which any Interest Payment Date falls; and
(c) in the case of Subordinated Instruments where, apart from one Interest Period
other than the first Interest Period, interest is scheduled to be paid only by means
of regular payments, each period from and including a Regular Date falling in any
year to but excluding the next Regular Date, where “Regular Date” means the
day and month (but not the year) on which any Interest Payment Date falls other
than the Interest Payment Date falling at the end of the irregular Interest Period;
“Related Entity” means an entity over which the Issuer or any parent of the Issuer
exercises control or significant influence, as determined by APRA from time to time;
“Relevant Date” means, in relation to any payment, whichever is the later of (a) the date
on which the payment in question first becomes due and (b) if the full amount payable
has not been received in the Principal Financial Centre of the currency of payment by the
Fiscal Agent on or prior to such due date, the date on which (the full amount having been
so received) notice to that effect has been given to the Holders in accordance with
Condition 16 (Notices);
“Relevant Financial Centre” means the city specified as such in the Pricing Supplement
or, if none, the city most closely connected with the Reference Rate in the determination
of the Calculation Agent;
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal
Reserve Bank of New York (including any board thereof), or in either case any committee

79

officially endorsed and/or convened thereby or any successor thereto;
“Relevant Nominating Body” means, in respect of any Reference Rate:
(a) the central bank for the currency to which such Reference Rate relates, or any
central bank or other supervisory authority which is responsible for supervising
the administrator of such Reference Rate; or
(b) any working group or committee established, approved or sponsored by, chaired
or co-chaired by or constituted at the request of (i) the central bank for the
currency to which such Reference Rate relates, (ii) any central bank or other
supervisory authority which is responsible for supervising the administrator of
such Reference Rate, (iii) a group of the aforementioned central banks or other
supervisory authorities or (iv) the Financial Stability Board or any part thereof;
“Relevant Screen Page” means the page, section or other part of a particular information
service specified as the Relevant Screen Page in the Pricing Supplement, or such other
page as may replace it on that information service or such other information service, in
each case, as may be nominated by the Person providing or sponsoring the information
appearing there for the purpose of displaying rates or prices comparable to the Reference
Rate;
“Relevant Securities” means Relevant Tier 1 Securities and Relevant Tier 2 Securities;
“Relevant Tier 1 Security” means a security forming part of the Tier 1 Capital of the
Issuer on a “Level 1 basis” or “Level 2 basis” in accordance with the Prudential Standards
which, upon the occurrence of a Non-Viability Trigger Event, may be either:
(a) converted into Ordinary Shares; or
(b) written-off or written-down (and all rights and claims of the holders in respect of
the security shall be written-off or written-down);
“Relevant Tier 2 Security” means a security forming part of the Tier 2 Capital of the
Issuer on a “Level 1 basis” or “Level 2 basis” in accordance with the Prudential Standards
which, upon the occurrence of a Non-Viability Trigger Event, may be either:
(a) converted into Ordinary Shares; or
(b) written-off or written-down (and all rights and claims of the holders in respect of
the security shall be written-off or written-down),
and includes the Subordinated Instruments;
“Relevant Time” has the meaning given in the Pricing Supplement;
“Replacement” has the meaning given in Condition 6.14(a) (Amendment of Terms and
Conditions relating to Conversion for Approved Successor);
“Reset Determination Date” means for each Reset Period the date as specified in the
Pricing Supplement falling on or before the commencement of such Reset Period on

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which the Rate of Interest applying during such Reset Period will be determined;
“Reset Period” means the period from (and including) the Fixed Rate Reset Date to (but
excluding) the Maturity Date if there is only one Reset Period or, if there is more than one
Reset Period, each period from (and including) one Fixed Rate Reset Date (or the first
Fixed Rate Reset Date) to (but excluding) the next Fixed Rate Reset Date (or the Maturity
Date);
“Reset Rate” for any Reset Period means either (i) the rate per annum specified in the
Pricing Supplement or (ii), in the event (i) above does not apply, a rate per annum equal
to the sum of the applicable Reset Reference Rate and Reset Reference Rate Spread;
“Reset Rate Time” has the meaning given in the Pricing Supplement;
“Reset Reference Rate” has the meaning given in the Pricing Supplement;
“Reset Reference Rate Spread” has the meaning given in the Pricing Supplement;
“Sale and Transfer Agent” means each nominee (who cannot be a member of the
Westpac Group or a Related Entity) appointed by the Issuer under a facility established
for the sale or transfer of Ordinary Shares to be issued on Conversion on behalf of:
(a) if the Holder is the operator of a Clearing System or a nominee for a common
depository for any one or more Clearing Systems (such operator or nominee for
a common depository acting in such capacity as is specified in the rules and
regulations of the relevant Clearing System or Clearing Systems), the participants
in the relevant Clearing System or Clearing Systems;
(b) Holders who do not wish to receive Ordinary Shares on Conversion; or
(c) Holders who are Ineligible Holders,
in accordance with Condition 6.10 (Conversion: Clearing Systems; where the Holder does
not wish to receive Ordinary Shares or is an Ineligible Holder). For the avoidance of doubt,
the Issuer may appoint more than one Sale and Transfer Agent in respect of the
Conversion of one or more Series of Subordinated Instruments;
“Senior Creditors” means all depositors and other creditors (present and future) of the
Issuer, including all holders of the Issuer’s debt:
(a) whose claims are admitted in a Winding-Up; and
(b) whose claims are not made as holders of indebtedness arising under:
(i) an Equal Ranking Instrument; or
(ii) a Junior Ranking Capital Instrument;
The Issuer shall be considered “Solvent” if: (i) it is able to pay its debts as they fall due;
and (ii) its Assets exceed its Liabilities;

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“Solvency Condition” means the conditions set out in Condition 4.3 (Solvency
Condition);
“Solvent Reconstruction” means a scheme of amalgamation or reconstruction, not
involving a bankruptcy or insolvency, where the obligations of the Issuer in relation to the
outstanding Subordinated Instruments are assumed by the successor entity to which all,
or substantially all, of the property, assets and undertaking of the Issuer are transferred
or where an arrangement with similar effect not involving a bankruptcy or insolvency is
implemented;
“Specified Currency” has the meaning given in the Pricing Supplement;
“Specified Office” has the meaning given in the Issue and Paying Agency Agreement;
“Specified Period” has the meaning given in the Pricing Supplement;
“Subsidiary” means, in relation to any Person (the “first Person”) at any particular time,
any other Person (the “second Person”):
(a) whose affairs and policies the first Person controls or has the power to control,
whether by ownership of share capital, contract, the power to appoint or remove
members of the governing body of the second Person or otherwise; or
(b) whose financial statements are, in accordance with applicable law and generally
accepted accounting principles, consolidated with those of the first Person;
“Successor Reference Rate” means the rate which has been formally published,
endorsed, approved, recommended or recognised as a successor or replacement to the
relevant Reference Rate by any Relevant Nominating Body;
“Talon” means a talon for further Coupons;
“Tax Legislation” means (a) the Income Tax Assessment Act 1936 of Australia or the
Income Tax Assessment Act 1997 of Australia (both as amended from time to time, as
the case may be, and a reference to any section of the Income Tax Assessment Act 1936
includes a reference to that section as rewritten in the Income Tax Assessment Act 1997),
(b) any other law setting the rate of income tax payable by the Issuer, and (c) any
regulation made under such laws;
“T2” means the wholesale payment system comprising a real-time gross settlement
system and a central liquidity management tool which was launched on 20 March 2023,
or any successor or replacement for that system;
“T2 Settlement Day” means any day on which T2 is operating credit or transfer
instructions in respect of euro;
“Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“Tier 2 Capital” has the meaning given to it in the Prudential Standards;
“Unadjusted Benchmark Replacement” means the ARRC Benchmark Replacement

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excluding the Benchmark Replacement Adjustment;
“VWAP” means, subject to any adjustments under Conditions 6.2 (Adjustments to VWAP
generally) and 6.3 (Adjustments to VWAP for capital reconstruction), the average of the
daily volume weighted average sale prices (such average and each such daily average
sale price being expressed in Australian dollars and cents and rounded to the nearest full
cent, with A$0.005 being rounded upwards) of Ordinary Shares sold on ASX and Cboe
during the relevant period or on the relevant days but does not include any “crossing”
transacted outside the “Open Session State” or any “special crossing” transacted at any
time, each as defined in the ASX Market Rules or any overseas trades or trades pursuant
to the exercise of options over Ordinary Shares;
“VWAP Period” means:
(a) in the case of a Conversion resulting from the occurrence of a Non-Viability
Trigger Event, the period of 5 ASX Business Days on which trading in Ordinary
Shares took place immediately preceding (but not including) the Non-Viability
Trigger Event Date; or
(b) otherwise, the period for which the VWAP is to be calculated in accordance with
these Conditions;
“Westpac Group” means the Issuer and its controlled entities taken as a whole;
“Winding-Up” means the legal procedure for the liquidation of the Issuer commenced
when:
(a) a court order is made for the winding-up of the Issuer (and such order is not
successfully appealed or set aside within 30 days); or
(b) an effective resolution is passed, or deemed to have been passed, by
shareholders or members for the winding-up of the Issuer,
other than in connection with a Solvent Reconstruction.
A Winding-Up must be commenced by a court order or an effective resolution of
shareholders or members. Neither (i) the making of an application, the filing of a petition,
or the taking of any other steps for the winding-up of the Issuer (or any other procedure
whereby the Issuer may be dissolved, liquidated, sequestered or cease to exist as a body
corporate), nor (ii) the appointment of a receiver, administrator, administrative receiver,
compulsory manager, Banking Act statutory manager or other similar officer (other than
a Liquidator) in respect of the Issuer, constitutes a Winding-Up for the purposes of these
Terms and Conditions; and
“Write-off” has the meaning given to it in Condition 5.3(c) (No further rights) and “Written-
off” shall have a corresponding meaning.

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Interpretation
1.2 In these Terms and Conditions:
(a) if Talons are specified in the Pricing Supplement as being attached to the
Subordinated Instruments at the time of issue, references to Coupons shall be
deemed to include references to Talons;
(b) if Talons are not specified in the Pricing Supplement as being attached to the
Subordinated Instruments at the time of issue, references to Talons are not
applicable;
(c) any reference to principal shall be deemed to include the Redemption Amount,
any Additional Amounts in respect of principal which may be payable under
Condition 10.1 (Gross up) (unless Condition 10.1 is specified in the Pricing
Supplement as being not applicable) and any other amount in the nature of
principal payable pursuant to these Terms and Conditions;
(d) any reference to interest shall be deemed to include any Additional Amounts in
respect of interest which may be payable under Condition 10.1 (Gross up) (unless
Condition 10.1 (Gross up) is specified in the Pricing Supplement as being not
applicable), all amounts payable pursuant to Condition 7 (Interest) and any other
amounts in the nature of interest payable pursuant to these Terms and
Conditions;
(e) if an expression is stated in Condition 1.1 (Definitions) to have the meaning given
in the Pricing Supplement, but the Pricing Supplement gives no such meaning or
specifies that such expression is “not applicable” then such expression is not
applicable to the Subordinated Instruments to which such Pricing Supplement
relates;
(f) a reference to a matter which is described in the Prudential Standards is a
reference to that matter as it is updated, varied or replaced, and described in
those Prudential Standards, from time to time;
(g) a reference to an event occurring “after” the lapse of a period of time means the
relevant period of time not including the day on which the relevant event which
triggered the commencement of the period of time occurred;
(h) except where the context otherwise requires, a reference to any thing (including,
without limitation, any amount or Outstanding Principal Amount of any
Subordinated Instrument) is a reference to the whole or each part of it (including,
without limitation, the part or percentage of the Outstanding Principal Amount of
a Subordinated Instrument required to be Converted or Written-off); and
(i) if the provisions of these Terms and Conditions and/or the Pricing Supplement
specifies any Early Redemption Amount (Adverse Tax Event), Early Redemption
Amount (Call), Early Redemption Amount (Regulatory Event), Early Termination
Amount, Final Redemption Amount, Interest Amount, Maximum Redemption
Amount, Minimum Redemption Amount or Redemption Amount (as applicable)
(each a “Specified Amount”) on a per Calculation Amount basis, the relevant

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Specified Amount in respect of a Subordinated Instrument shall be deemed to be
the relevant Specified Amount per Calculation Amount divided by the Calculation
Amount multiplied by the Outstanding Principal Amount of each such
Subordinated Instrument - i.e. a Specified Amount shall be calculated as follows:
Specified
Amount =



Specified Amount per Calculation
Amount

Calculation Amount




x


Outstanding Principal
Amount



2. Form and Denomination
2.1 Subordinated Instruments shall be issued in bearer form (“Bearer Subordinated
Instruments”) or in registered form (“Registered Subordinated Instruments”), as
specified in the Pricing Supplement, and shall be serially numbered. Registered
Subordinated Instruments will not be exchangeable for Bearer Subordinated Instruments.
2.2 Subject to the final sentence of this paragraph, the Pricing Supplement shall specify
whether U.S. Treasury Regulation §1.163-5(c)(2)(i)(D) (the “TEFRA D Rules”) or U.S.
Treasury Regulation §1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”) shall apply. Each
Tranche of Subordinated Instruments is represented upon issue by a temporary global
Subordinated Instrument (a “Temporary Global Instrument”), unless the Pricing
Supplement specifies otherwise and the TEFRA C Rules apply.
Where the Pricing Supplement applicable to a Tranche of Subordinated Instruments
specifies that the TEFRA C Rules apply, such Tranche is (unless otherwise specified in
the Pricing Supplement) represented upon issue by a permanent global Subordinated
Instrument (a “Permanent Global Instrument”).
Interests in the Temporary Global Instrument may be exchanged for:
(a) interests in a Permanent Global Instrument; or
(b) if so specified in the Pricing Supplement, definitive instruments in bearer form
(“Definitive Subordinated Instruments”).
Exchanges of interests in a Temporary Global Instrument for Definitive Subordinated
Instruments or, as the case may be, a Permanent Global Instrument will be made only on
or after the Exchange Date (as specified in the Pricing Supplement) and (unless the
Pricing Supplement specifies that the TEFRA C Rules are applicable to the Subordinated
Instruments) provided certification as to the beneficial ownership thereof as required by
U.S. Treasury regulations (in substantially the form set out in the Temporary Global
Instrument or in such other form as is customarily issued in such circumstances by the
relevant clearing system) has been received. An exchange of interests in a Temporary
Global Instrument for Registered Subordinated Instruments will be made at any time on
or from such date as may be specified in the Pricing Supplement, in each case, without
any requirement for certification.

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2.3 The bearer of any Temporary Global Instrument shall not (unless, upon due presentation
of such Temporary Global Instrument for exchange (in whole but not in part only) for a
Permanent Global Instrument or for delivery of Definitive Subordinated Instruments
and/or Registered Subordinated Instruments, such exchange or delivery is improperly
withheld or refused and such withholding or refusal is continuing at the relevant payment
date) be entitled to receive any payment in respect of the Subordinated Instruments
represented by such Temporary Global Instrument which falls due on or after the
Exchange Date or be entitled to exercise any option on a date after the Exchange Date.
2.4 Unless the Pricing Supplement specifies that the TEFRA C Rules are applicable to the
Subordinated Instruments and subject to Condition 2.3 (Form and Denomination) above,
if any date on which a payment of interest is due on the Subordinated Instruments of a
Tranche occurs while any of the Subordinated Instruments of that Tranche are
represented by a Temporary Global Instrument, the related interest payment will be made
on the Temporary Global Instrument only to the extent that certification as to the beneficial
ownership thereof as required by U.S. Treasury regulations (in substantially the form set
out in the Temporary Global Instrument or in such other form as is customarily issued in
such circumstances by the relevant clearing system) has been received by the Hong
Kong Paying Agent (in the case of a Temporary Global Instrument lodged with a sub-
custodian for the CMU Service) or (in any other case) by Euroclear or Clearstream,
Luxembourg or any other relevant clearing system. Payments of interest due in respect
of a Permanent Global Instrument will be made through Euroclear or Clearstream,
Luxembourg or the CMU Service or any other relevant clearing system without any
requirement for certification.
2.5 Interests in a Permanent Global Instrument will be exchanged by the Issuer in whole but
not in part only at the option of the Holder of such Permanent Global Instrument, for
Definitive Subordinated Instruments (a) if an Event of Default (as defined below) occurs
in respect of any Subordinated Instrument of the relevant Series; or (b) if Euroclear or
Clearstream, Luxembourg or the CMU Service or any other relevant clearing system is
closed for business for a continuous period of fourteen days (other than by reason of
public holidays) or announces an intention to cease business permanently or in fact does
so in both cases at the cost and expense of the Issuer. If the Issuer does not make the
required delivery of Definitive Subordinated Instruments by 6.00 p.m. (London time) on
the thirtieth day after the day on which such Permanent Global Instrument becomes due
to be exchanged and, in the case of (a) above, such Subordinated Instrument is not duly
redeemed (or the funds required for such redemption are not available to the Fiscal Agent
for the purposes of effecting such redemption and remain available for such purpose) by
6.00 p.m. (London time) on the thirtieth day after the day on which such Subordinated
Instrument became immediately redeemable, such Permanent Global Instrument will
become void in accordance with its terms but without prejudice to the rights conferred by
the Deed of Covenant.
2.6 Definitive Subordinated Instruments have attached thereto at the time of their initial
delivery coupons (“Coupons”), presentation of which will be a prerequisite to the payment
of interest save in certain circumstances specified herein. Definitive Subordinated
Instruments, if so specified in the Pricing Supplement, have attached thereto, at the time
of their initial delivery, a Talon for further coupons and the expression “Coupons” shall,
where the context so requires, include Talons.

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Denomination
Denomination of Bearer Subordinated Instruments
2.7 Subordinated Instruments will be in such denomination or denominations (each of which
denomination is integrally divisible by each smaller denomination) specified in the Pricing
Supplement or such other denominations as may be agreed between the Issuer and the
relevant Dealer save that the minimum denomination of each Subordinated Instrument
will be €100,000 (or the equivalent amount in another currency). Subordinated
Instruments of one denomination may not be exchanged for Subordinated Instruments of
any other denomination.
2.8 Where a Temporary Global Instrument, issued in bearer form, is to be cleared through
Euroclear or Clearstream, Luxembourg or any other relevant clearing system and is to be
exchangeable for Definitive Subordinated Instruments upon the Holder’s request, the
Subordinated Instruments may only be issued in such denominations as Euroclear or
Clearstream, Luxembourg or such other relevant clearing system will permit at that time.
2.9 If the Temporary Global Instrument, issued in bearer form, is exchangeable for a Definitive
Subordinated Instrument at the option of the Holders thereof, the Subordinated
Instruments shall be tradeable only in principal amounts of at least the Denomination (or,
if more than one Denomination, the lowest Denomination).
Denomination of Registered Subordinated Instruments
2.10 Registered Subordinated Instruments will be in the minimum denomination specified in
the Pricing Supplement or integral multiples thereof.
2.11 Where a Temporary Global Instrument, issued in registered form, is to be cleared through
Euroclear or Clearstream, Luxembourg or any other relevant clearing system and is to be
exchangeable for Definitive Subordinated Instruments upon the Holder’s request, the
Subordinated Instruments may only be issued in such denominations as Euroclear or
Clearstream, Luxembourg or such other relevant clearing system will permit at that time.
2.12 If the Temporary Global Instrument, issued in registered form, is exchangeable for a
Definitive Subordinated Instrument at the option of the Holders thereof, the Subordinated
Instruments shall be tradeable only in principal amounts of at least the Denomination (or,
if more than one Denomination, the lowest Denomination).
Currency of Subordinated Instruments
2.13 The Subordinated Instruments are denominated in such currency as may be specified in
the Pricing Supplement (the “Specified Currency”). Any currency may be so specified,
subject to compliance with all applicable legal and/or regulatory and/or central bank
requirements.
3. Title and Transfer
3.1 Title to Subordinated Instruments and Coupons passes by delivery. References herein to
the “Holders” of Subordinated Instruments or of Coupons are to the bearers of such
Subordinated Instruments or such Coupons, as the case may be.

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3.2 Title to Registered Subordinated Instruments passes by transfer and registration in the
register which the Issuer shall procure to be kept by the Registrar. For the purposes of
these Terms and Conditions, “Registrar” means, in relation to any Series comprising
Registered Subordinated Instruments, the Principal Registrar, the First Alternative
Registrar or, as the case may be, the Second Alternative Registrar, as specified in the
Pricing Supplement. References herein to the “Holders” of Registered Subordinated
Instruments are to the persons in whose names such Registered Subordinated
Instruments are so registered in the relevant register.
3.3 The Holder of any Bearer Subordinated Instrument, Coupon or Registered Subordinated
Instrument will (except as otherwise required by applicable law or regulatory requirement)
be treated as its absolute owner for all purposes (whether or not it is overdue and
regardless of any notice of ownership, trust or any interest thereof or therein, any writing
thereon, or any theft or loss thereof) and no person shall be liable for so treating such
Holder.
Transfer of Registered Subordinated Instruments and exchange of Bearer Subordinated
Instruments for Registered Subordinated Instruments
3.4 A Registered Subordinated Instrument may, upon the terms and subject to the conditions
set forth in the Issue and Paying Agency Agreement, be transferred in whole or in part
only (provided that such part is, or is an integral multiple of, the minimum denomination
specified in the Pricing Supplement) upon the surrender of the Registered Subordinated
Instrument to be transferred, together with the form of transfer endorsed on it duly
completed and executed, at the Specified Office of the Registrar. A new Registered
Subordinated Instrument will be issued to the transferee and, in the case of a transfer of
part only of a Registered Subordinated Instrument, a new Registered Subordinated
Instrument in respect of the balance not transferred will be issued to the transferor.
3.5 If so specified in the Pricing Supplement, the Holder of Bearer Subordinated Instruments
may exchange the same for the same Outstanding Principal Amount of Registered
Subordinated Instruments upon the terms and subject to the conditions set forth in the
Issue and Paying Agency Agreement. In order to exchange a Bearer Subordinated
Instrument for a Registered Subordinated Instrument, the Holder thereof shall surrender
such Bearer Subordinated Instrument at the Specified Office outside the United States of
the Fiscal Agent or of the Registrar together with a written request for the exchange. Each
Bearer Subordinated Instrument so surrendered must be accompanied by all unmatured
Coupons and all unexchanged Talons appertaining thereto other than the Coupon in
respect of the next payment of interest falling due after the exchange date (as defined in
Condition 3.6 (Transfer of Registered Subordinated Instruments and exchange of Bearer
Subordinated Instruments for Registered Subordinated Instruments) where the exchange
date would, but for the provisions of Condition 3.6 (Transfer of Registered Subordinated
Instruments and exchange of Bearer Subordinated Instruments for Registered
Subordinated Instruments), occur between the Record Date (as defined in Condition
9B.4) for such payment of interest and the date on which such payment of interest falls
due.
3.6 Each new Registered Subordinated Instrument to be issued upon the transfer of a
Registered Subordinated Instrument or the exchange of a Bearer Subordinated
Instrument for a Registered Subordinated Instrument will, within three Relevant Banking
Days of the transfer date or, as the case may be, the exchange date be available for
collection by each relevant Holder at the Specified Office of the Registrar or, at the option

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of the Holder requesting such exchange or transfer, be mailed (by uninsured post at the
risk of the Holder(s) entitled thereto) to such address(es) as may be specified by such
Holder. For these purposes, a form of transfer or request for exchange received by the
Registrar or the Fiscal Agent after the Record Date in respect of any payment due in
respect of Registered Subordinated Instruments shall be deemed not to be effectively
received by the Registrar or the Fiscal Agent until the day following the due date for such
payment.
For the purposes of these Terms and Conditions:
(i) “Relevant Banking Day” means a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency deposits)
in the place where the Specified Office of the Registrar is located and, in the case
only of an exchange of a Bearer Subordinated Instrument for a Registered
Subordinated Instrument where such request for exchange is made to the Fiscal
Agent, in the place where the Specified Office of the Fiscal Agent is located;
(ii) the “exchange date” shall be the Relevant Banking Day following the day on
which the relevant Bearer Subordinated Instrument shall have been surrendered
for exchange in accordance with Condition 3.5 (Transfer of Registered
Subordinated Instruments and exchange of Bearer Subordinated Instruments for
Registered Subordinated Instruments); and
(iii) the “transfer date” shall be the Relevant Banking Day following the day on which
the relevant Registered Subordinated Instrument shall have been surrendered
for transfer in accordance with Condition 3.4 (Transfer of Registered
Subordinated Instruments and exchange of Bearer Subordinated Instruments for
Registered Subordinated Instruments).
3.7 The issue of new Registered Subordinated Instruments on transfer or on the exchange
of Bearer Subordinated Instruments for Registered Subordinated Instruments will be
effected without charge by or on behalf of the Issuer, the Fiscal Agent or the Registrar,
but upon payment by the applicant of (or the giving by the applicant of such indemnity as
the Issuer, the Fiscal Agent or the Registrar may require in respect of) any tax, duty or
other governmental charges which may be imposed in relation thereto.
3.8 Upon the transfer, exchange or replacement of Registered Subordinated Instruments
bearing the restrictive legend (the “Restrictive Legend”) set forth in the form of
Registered Subordinated Instrument scheduled to the Issue and Paying Agency
Agreement, the Registrar shall deliver only Registered Subordinated Instruments that
also bear such legend unless either (i) the transferor is not and has not been an affiliate
of the Issuer during the preceding three months and such transfer, exchange or
replacement occurs one or more years after the later of (1) the original Issue Date of such
Subordinated Instruments or (2) the last date on which the Issuer or any affiliates (as
defined below) of the Issuer, as notified to the Registrar by the Issuer as provided in the
following sentence, was the beneficial owner of such Registered Subordinated Instrument
(or any predecessor of such Registered Subordinated Instrument) or (ii) there is delivered
to the Registrar an opinion reasonably satisfactory to the Issuer of counsel experienced
in giving opinions with respect to questions arising under the securities laws of the United
States to the effect that neither such legend nor the restrictions on transfer set forth
therein are required in order to maintain compliance with the provisions of such laws. The
Issuer covenants and agrees that it will not acquire any beneficial interest, and will cause

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its “affiliates” (as defined in paragraph (a)(1) of Rule 144 under the Securities Act of 1933,
as amended (the “Securities Act”)) not to acquire any beneficial interest, in any
Registered Subordinated Instrument bearing the Restrictive Legend unless it notifies the
Registrar of such acquisition. The Registrar and all Holders shall be entitled to rely without
further investigation on any such notification (or lack thereof).
3.9 For so long as any of the Registered Subordinated Instruments bearing the Restrictive
Legend remain outstanding and are “restricted securities” within the meaning of Rule
144(a)(3) under the Securities Act, the Issuer covenants and agrees that it shall, during
any period in which it is not subject to Section 13 or Section 15(d) under the United States
Securities Exchange Act of 1934 nor exempt from reporting pursuant to Rule 12g3-2(b)
under such Act, make available to any Relevant Account Holder (as defined in the Deed
of Covenant) in connection with any sale thereof and any prospective purchaser of such
Subordinated Instruments from such Relevant Account Holder, in each case upon request,
the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the
Securities Act.
4. Status of the Subordinated Instruments - General
The Issuer is an ADI as that term is defined under the Banking Act 1959 of Australia
(“Banking Act”). Under sections 13A(3) and 16(2) of the Banking Act and section 86 of
the Reserve Bank Act 1959 of Australia (“Reserve Bank Act”), certain debts of the Issuer
are preferred by law, as described below.
Section 13A(3) of the Banking Act provides that, in the event that an ADI becomes unable
to meet its obligations or suspends payment, the ADI's assets in Australia are available
to meet specified liabilities of the ADI in priority to all other liabilities of the ADI (including,
in the case of the Issuer, the Subordinated Instruments). These specified liabilities include
certain obligations of the ADI to APRA in respect of amounts payable by APRA to holders
of protected accounts, other liabilities of the ADI in Australia in relation to protected
accounts, debts to the RBA and certain other debts to APRA.
A “protected account” is either:
(a) an account, or covered financial product, that is kept under an agreement
between the account-holder and the ADI requiring the ADI to pay the account-
holder, on demand or at an agreed time, the net credit balance of the account or
covered financial product at the time of the demand or the agreed time (as
appropriate); or
(b) another account prescribed by regulation.
Certain assets, such as the assets of the Issuer in a cover pool for covered bonds issued
by the Issuer, are excluded from constituting assets in Australia for the purposes of
section 13(A) of the Banking Act, and those assets are subject to the prior claims of the
covered bond holders and certain other secured creditors in respect of the covered bonds.
Under section 16(2) of the Banking Act, certain other debts of the ADI due to APRA shall
in a winding-up of an ADI have, subject to section 13A(3) of the Banking Act, priority over
all other unsecured debts of that ADI. Further, section 86 of the Reserve Bank Act
provides that, in a winding-up of the ADI, debts due by the ADI to the RBA shall, subject
to section 13A(3) of the Banking Act, have priority over all other debts of the ADI.

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The Subordinated Instruments will not constitute protected accounts or deposit liabilities
of the Issuer in Australia for the purposes of the Banking Act.
The liabilities which are preferred by law to the claim of a Holder in respect of a
Subordinated Instrument will be substantial and these Terms and Conditions do not limit
the amount of such liabilities which may be incurred or assumed by the Issuer from time
to time.
In addition, the Subordinated Instruments are not guaranteed or insured by the Australian
Government or under any compensation scheme of the Australian Government, or by any
other government, under any other compensation scheme or by any government agency
or any other party.
Acknowledgements
4.1 Each Holder by its purchase or holding of a Subordinated Instrument is taken to
acknowledge that:
(a) the Issuer intends that Subordinated Instruments constitute Tier 2 Capital and be
able to absorb losses at the point of non-viability as described in the Prudential
Standards;
(b) the Issuer’s obligations in respect of Subordinated Instruments are subordinated
in the manner provided in Condition 4.2 (Status and Subordination); and
(c) Subordinated Instruments are subject to Conversion or Write-off in accordance
with Conditions 5 (Non-Viability, Conversion and Write-off) and 6 (Procedures for
Conversion). There are two methods of loss absorption:
(i) Conversion, subject to possible Write-off in accordance with Condition
5.3 (No further rights); or
(ii) Write-off without Conversion in accordance with Condition 5.3 (No further
rights).
Unless the Pricing Supplement specifies otherwise, the primary method of loss
absorption will be Conversion, subject to possible Write-off in accordance with
Condition 5.3 (No further rights).
Status and Subordination
4.2
(a) Holders do not have any right to prove in a Winding-Up in respect of Subordinated
Instruments, except as permitted under Condition 4.4 (Winding-Up).
(b) Subordinated Instruments constitute direct and unsecured subordinated
obligations of the Issuer and will rank for payment in a Winding-Up as set out in
Condition 4.4 (Winding-Up).
(c) Subordinated Instruments will not constitute protected accounts or deposit

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liabilities of the Issuer in Australia for the purposes of the Banking Act.
Solvency Condition
4.3 Prior to a Winding-Up:
(a) the obligation of the Issuer to make any payment of principal, interest or Additional
Amounts in respect of Subordinated Instruments shall be conditional upon the
Issuer being Solvent at the time the payment or other amount owing becomes
due; and
(b) no payment of principal, interest or Additional Amounts shall be made in respect
of Subordinated Instruments except to the extent that the Issuer may make such
payment and still be Solvent immediately after such payment.
A certificate as to whether the Issuer is Solvent signed by two authorised signatories of
the Issuer or, if the Issuer is in Winding-Up, the Liquidator, shall, in the absence of fraud
or manifest or proven error, be conclusive evidence of the information contained in that
certificate. In the absence of such a certificate, a Holder shall be entitled to assume
(unless the contrary is proved) that the Issuer is, and will, after any such payment, be
Solvent.
Until Subordinated Instruments have been Converted or Written-off:
(i) interest will continue to accrue on any principal not paid as a consequence
of this Condition 4.3 at the Interest Rate; and
(ii) any interest not paid to a Holder as a consequence of this Condition 4.3
(Solvency Condition) remains due and payable and accumulates with
compounding.
Any amount not paid as a consequence of this Condition 4.3: (x) remains a debt owing to
the Holder by the Issuer until it is paid and shall be payable on the first date on which
paragraphs (a) and (b) of this Condition 4.3 would allow payment of such amount
(whether or not such date is otherwise an Interest Payment Date or other date on which
such amount becomes due); and (y) shall not constitute an Event of Default.
Winding-Up
4.4 In a Winding-Up:
(a) Holders shall have no right or claim against the Issuer in respect of the principal
of, interest on or Additional Amounts relating to such Subordinated Instruments,
to the extent any such Subordinated Instrument has been Converted or Written-
off; and
(b) the rights and claims of Holders against the Issuer to recover any principal,
interest or Additional Amounts in respect of such Subordinated Instruments that
have not been Converted or Written-off:
(i) shall be subordinate to, and rank junior in right of payment to, the

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obligations of the Issuer to Senior Creditors and all such obligations to
Senior Creditors shall be entitled to be paid in full before any payment
shall be paid on account of any sums payable in respect of such
Subordinated Instruments;
(ii) shall rank equally with the obligations of the Issuer to the holders of other
Subordinated Instruments that have not been Converted or Written-off
(or that have been partially Converted or Written-off), and the obligations
of the Issuer to holders of Equal Ranking Instruments; and
(iii) shall rank prior to, and senior in right of payment to, the obligations of the
Issuer to holders of Ordinary Shares, and other Junior Ranking Capital
Instruments.
Unless and until Senior Creditors have been paid in full, Holders will not be entitled to
claim in the Winding-Up in competition with Senior Creditors so as to diminish any
payment which, but for that claim, Senior Creditors would have been entitled to receive.
In a Winding-Up, Holders of Subordinated Instruments that have not been Converted or
Written-off (or that have been partially Converted or Written-off) shall only be entitled to
prove for any sums payable in respect of their Subordinated Instruments as a liability
which is subject to prior payment in full of Senior Creditors. Holders of Subordinated
Instruments waive, in respect of any Subordinated Instrument or Coupon, to the fullest
extent permitted by law, any right to prove in a Winding-Up as a creditor ranking for
payment in any other manner. The Holders of Subordinated Instruments will have no
further or other claim on the Issuer in a Winding-Up, other than the claim for the principal
and interest and any Additional Amounts, as described above.
However, it is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having
occurred first and the Subordinated Instruments being Converted or Written-off. In that
event:
• if the Subordinated Instruments have Converted into Ordinary Shares, Holders will
rank equally with existing holders of Ordinary Shares; and

• if the Subordinated Instruments are Written-off, all rights in relation to the
Subordinated Instruments will be terminated, and Holders will not have their
Outstanding Principal Amount repaid or receive any outstanding interest or accrued
interest, or have the right to have the Subordinated Instruments Converted into
Ordinary Shares. In such an event, a Holder’s investment in the Subordinated
Instruments will lose all of its value and such Holder will not receive any compensation.
No Netting or Set-Off
4.5 Subordinated Instruments are not subject to netting, and, without limitation, neither the
Issuer nor any Holder is entitled to set-off any amounts due in respect of Subordinated
Instruments held by the Holder against any amount of any nature owed by the Issuer to
the Holder or by the Holder to the Issuer (as applicable).
Clawback
4.6 Each Holder by its purchase or holding of a Subordinated Instrument is taken to have

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irrevocably acknowledged and agreed that it shall pay or deliver to the Liquidator any
payment or asset, whether voluntary or in any other circumstances, received by the
Holder from or on account of the Issuer (including by way of credit, set-off or otherwise)
or from any Liquidator (or any provisional or other liquidator, receiver, manager or
statutory manager of the Issuer) in breach of either Condition 4.2 (Status and
Subordination) or Condition 11 (Events of Default).
Other provisions
4.7 Each Holder by its purchase or holding of a Subordinated Instrument is taken to have
irrevocably acknowledged and agreed:
(a) that each of Conditions 4.2 (Status and Subordination) and 4.4 (Winding-Up)
constitutes a debt subordination for the purposes of section 563C of the
Corporations Act 2001;
(b) without limiting its rights existing otherwise than as a Holder of a Subordinated
Instrument, that it must not exercise its voting or other rights as an unsecured
creditor in the Winding-Up in any jurisdiction until after all Senior Creditors have
been paid in full or otherwise to defeat, negate or in any way challenge the
enforceability of the subordination provision described in Conditions 4.2 (Status
and Subordination) and 4.4 (Winding-Up); and
(c) that the debt subordination effected by Conditions 4.2 (Status and Subordination)
and 4.4 (Winding-Up) are not affected by any act or omission of the Issuer or a
Senior Creditor which might otherwise affect it at law or in equity.
No consent of any Senior Creditor shall be required for any amendment of either
Condition 4.2 (Status and Subordination) or 4.4 (Winding-Up) in relation to any
Outstanding Subordinated Instruments.
Amendments affecting regulatory treatment
4.8 No amendment to the Terms and Conditions of a Subordinated Instrument that at the time
of such amendment qualifies as Tier 2 Capital is permitted without the prior written
consent of APRA if such amendment may affect the eligibility of the Subordinated
Instrument as Tier 2 Capital as described in the Prudential Standards.
5. Non-Viability, Conversion and Write-off
Non-Viability Trigger Event
5.1
(a) If a Non-Viability Trigger Event occurs, the Issuer must:
(i) subject to the limitations described in Condition 5.3 (No further rights),
Convert; or
(ii) if the Pricing Supplement specifies that the primary method of loss
absorption will be Write-off without Conversion in accordance with