Issue of Tier 2 Capital - Cleansing Notice

ASX
Release

20 November 2024
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Westpac Banking Corporation (“Westpac”) – issue of US$1,500,000,000 5.618%
Subordinated Notes due 2035 (the “Tier 2 Subordinated Notes”)
Cleansing notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth)
(“Act”) as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument
2016/71 (“Instrument”)
1. Westpac will issue the Tier 2 Subordinated Notes today, 20 November 2024. Offers
of the Tier 2 Subordinated Notes do not require disclosure to investors under Part
6D.2 of the Act.
2. Attached to this notice are the following:
a. a description of the rights and liabilities attaching to the Tier 2 Subordinated
Notes (“Terms”) as set out under the “Description of the Subordinated Debt
Securities” on pages 6 to 41 of the Form F-3ASR (Registration No. 333-
283008) (“Form F-3”) of Westpac, filed with the U.S. Securities and Exchange
Commission on 5 November 2024 pursuant to the U.S. Securities Act of 1933,
as amended, which is attached to this notice as Annex A, as supplemented by
the “Description of the Notes” on pages S-25 to S-32 of the Prospectus
Supplement dated 12 November 2024 in respect of the Tier 2 Subordinated
Notes (the “Prospectus Supplement”), which is attached to this notice as
Annex B; and
b. a description of the rights and liabilities attaching to the ordinary shares of
Westpac as set out under the “Share rights” section on pages 351 to 352 of
the annual report on Form 20-F for the year ended 30 September 2024
(“Form 20-F”), which is attached to this notice as Annex C.
3. The Tier 2 Subordinated Notes are expected to be treated as Tier 2 regulatory capital
under the Basel III capital adequacy framework as implemented in Australia by the
Australian Prudential Regulation Authority (“APRA”).
4. If APRA determines that Westpac is or would become non-viable, the Tier 2
Subordinated Notes may be:
(a) Converted into fully paid ordinary shares in the capital of Westpac; or
(b) immediately and irrevocably Written-off (and rights attaching to the Tier 2
Subordinated Notes terminated) if for any reason Conversion does not occur
within five ASX Business Days of APRA notifying Westpac of the determination,
Level 18, 275 Kent Street
Sydney, NSW, 2000

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in accordance with the Terms.
5. In order to enable ordinary shares in the capital of Westpac issued on Conversion to
be sold without disclosure under Chapter 6D of the Act, Westpac has elected to give
this notice under section 708A(12H)(e) of the Act as inserted by the Instrument. The
Terms and the information in the attached Schedule are included in, and form part of,
this notice.
6. Westpac confirms that:
(a) the information in this notice remains current as at today’s date;
(b) this notice complies with section 708A of the Act, as notionally modified by the
Instrument; and
(c) this notice complies with the content requirements of section 708A(12I) of the
Act as inserted by the Instrument.
7. Unless otherwise defined, capitalised expressions used in this notice have the
meanings given to them in the Form F-3 or Prospectus Supplement.

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This market announcement does not constitute an offer to sell or the solicitation of an offer to
buy any securities in the United States or any other jurisdiction.

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SCHEDULE
A. Effect on Westpac of the offer of the Tier 2 Subordinated Notes
The issuance of the Tier 2 Subordinated Notes is expected to raise Tier 2 regulatory capital to
satisfy Westpac’s regulatory requirements and maintain the diversity of Westpac’s sources and
types of capital funding.
The proceeds from the issue of the Tier 2 Subordinated Notes will be used for general corporate
purposes. Those proceeds, less the costs of the issue, will be classified as loan capital in the
financial statements of Westpac. The issue of the Tier 2 Subordinated Notes will not have a
material impact on Westpac’s financial position.
The proceeds of the issue, less the costs of the issue, are expected to increase Westpac’s total
capital ratio on a Level 2 basis by less than 0.6%.
B. Rights and liabilities attaching to the Tier 2 Subordinated Notes
The rights and liabilities attaching to the Tier 2 Subordinated Notes are set out in the Form F-3 as
supplemented by the Prospectus Supplement.
C. Effect on Westpac of the issue of the ordinary shares if the Tier 2 Subordinated
Notes are required to be Converted
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A key feature of APRA’s requirements for Tier 2 regulatory capital instruments is that they absorb
losses at the point of non-viability of the issuer. The Terms include provisions that require the Tier
2 Subordinated Notes to be Converted into ordinary shares in the capital of Westpac or Written-off
on the occurrence of a Non-Viability Trigger Event. A Non-Viability Trigger Event will occur when
APRA notifies Westpac in writing that it believes that relevant non-viability circumstances (as
described in the definition of “Non-Viability Trigger Event” in the Terms) subsist, which could occur
at any time.
If a Non-Viability Trigger Event occurs and Westpac Converts the Tier 2 Subordinated Notes and
issues ordinary shares to Holders (as required under the Terms), the effect of Conversion on
Westpac would be to reduce loan capital by the principal amount, less any unamortised costs of
the issue, of the Tier 2 Subordinated Notes being Converted and increase Westpac’s
shareholders’ equity by a corresponding amount. APRA has not provided extensive guidance as
to how it would determine non‑viability. Non-viability could be expected to include serious
impairment of Westpac’s financial position and concerns about its capital, funding or liquidity levels
and/or insolvency. APRA has indicated that non-viability is likely to arise prior to insolvency.
The number of ordinary shares issued on Conversion is variable, but is limited to the Maximum
Conversion Number. Limiting the number of ordinary shares which may be issued to the
Maximum Conversion Number means that it is likely that Holders will receive a number of ordinary
shares that have a market value that is significantly less than the Outstanding Principal Amount of
the Tier 2 Subordinated Notes. The Australian Dollar may depreciate in value against the U.S.
Dollar by the time of Conversion. In that case, the Maximum Conversion Number is more likely to
apply.
The Maximum Conversion Number is calculated based on a VWAP set to reflect 20% of the Issue
Date VWAP. The Maximum Conversion Number may be adjusted to reflect a consolidation,
division or reclassification or pro rata bonus issue, of ordinary shares. However, no adjustment will

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If, in accordance with the Terms, Westpac is replaced by an Approved Successor as debtor of the Tier 2 Subordinated
Notes and the issuer of ordinary shares, Tier 2 Subordinated Notes may be Converted into fully paid ordinary shares in the
capital of an Approved Successor in accordance with the Terms. This notice also enables ordinary shares in the capital of
an Approved Successor which is a NOHC for the purposes of the Banking Act 1959 (Cth) and the ultimate holding company
of Westpac issued on Conversion to be sold without disclosure under Chapter 6D of the Act. Refer to the Terms and the
Instrument for further information.

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be made to it on account of other transactions which may affect the price of ordinary shares,
including for example, rights issues, returns of capital, buy-backs or special dividends.
The Maximum Conversion Number is 479.6893 Westpac ordinary shares per Tier 2 Subordinated
Note (with a nominal value of US$2,000), based on the Issue Date VWAP of A$32.04. If
Conversion of any Tier 2 Subordinated Notes does not occur for any reason within five ASX
Business Days after the occurrence of the Non-Viability Trigger Event, the Tier 2 Subordinated
Notes will be Written-off, and all corresponding rights and claims of Holders under the Terms
(including with respect to payments of interest, the repayment of the Outstanding Principal Amount
and upon Conversion, the receipt of ordinary shares) will be immediately and irrevocably written-
off and terminated, with effect on and from the Non-Viability Trigger Event Date in accordance with
the Terms, and investors will lose all or some of their investment and will not receive any
compensation.
D. Rights and liabilities attaching to the ordinary shares in the capital of Westpac
Westpac was registered on 23 August 2002 as a public company limited by shares under the Act.
Westpac’s constitution was most recently amended at the general meeting held on 15 December
2021 (“Constitution”, as amended from time to time). The ordinary shares in the capital of
Westpac are admitted to trading on ASX. The rights attaching to the ordinary shares in the capital
of Westpac are set out in the Act and the Constitution.
In addition, the rights and liabilities attaching to the ordinary shares in the capital of Westpac are
described on pages 351 to 352 of the Form 20-F (attached in Annex C)
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E. Additional information
Information about the Tier 2 Subordinated Notes is contained in the Form F-3 and the Prospectus
Supplement.
Westpac is a disclosing entity for the purposes of the Act and, as a result, is subject to regular
reporting and disclosure obligations under the Act and the ASX Listing Rules. In addition,
Westpac must notify ASX immediately (subject to certain exceptions) if it becomes aware of
information about Westpac that a reasonable person would expect to have a material effect on the
price or value of its listed securities, including ordinary shares in the capital of Westpac.
Copies of documents lodged with the Australian Securities and Investments Commission (“ASIC”)
can be obtained from, or inspected at, an ASIC office and Westpac’s ASX announcements may be
viewed at www.asx.com.au.
Any person has the right to obtain copies of:
• Westpac’s half-yearly and annual financial reports; and
• any continuous disclosure notices given by Westpac after the lodgement of the 2024
Westpac Group Annual Report, but before the date of this notice,
from www.westpac.com.au/investorcentre, or by request made in writing to Westpac at:
Westpac Group Secretariat
Level 18
Westpac Place
275 Kent Street
Sydney NSW 2000


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

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ANNEX A

“Description of the Subordinated Debt Securities” on pages 6 to 41 of the Form F-3

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DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES
The following discussion describes the general terms and conditions applicable to Subordinated Debt
Securities that we may offer. In addition to these general provisions, in connection with an investment in a
particular series of Subordinated Debt Securities, investors should review the description of the provisions
and any risk factors applicable to that series of Subordinated Debt Securities, including those set forth
herein and in any applicable prospectus supplement or term sheet.
Unless the context otherwise requires, references to “we”, “us”, “our” and “Westpac” in this
description of the Subordinated Debt Securities refer only to Westpac Banking Corporation ABN 33 007
457 14 and not to any of its subsidiaries.
The Subordinated Debt Securities will be issued under the Fifth Amended and Restated Subordinated
Indenture, dated as of November 5, 2024, between us and The Bank of New York Mellon as the trustee,
which we refer to as the subordinated indenture. The subordinated indenture provides that there may be
more than one trustee, each with respect to one or more series of Subordinated Debt Securities.
We have summarized below certain terms of the subordinated indenture which we believe will be most
important to your decision to invest in our Subordinated Debt Securities. You should keep in mind,
however, that it is the subordinated indenture, and not this summary, which defines your rights as a holder
of Subordinated Debt Securities. There may be other provisions in the subordinated indenture which are
also important to you. You should read the subordinated indenture for a full description of the terms of the
Subordinated Debt Securities. The subordinated indenture is filed as an exhibit to the registration statement
that includes this prospectus. See “Where You Can Find More Information” for information on how to
obtain copies of the subordinated indenture.
The following description of the terms of the Subordinated Debt Securities sets forth certain general
terms and provisions of the Subordinated Debt Securities to which any applicable prospectus supplement or
term sheet may relate. The particular terms of the Subordinated Debt Securities offered by any applicable
prospectus supplement or term sheet and the extent, if any, to which such general provisions may not apply
to the Subordinated Debt Securities will be described in the applicable prospectus supplement or term sheet.
Accordingly, for a description of the terms of a particular issue of Subordinated Debt Securities, you should
refer to both the applicable prospectus supplement or term sheet and to the following description.
Certain defined terms used in the following description of the terms of the Subordinated Debt
Securities have the meanings given to them in “— Additional Provisions — Definitions.”
Ranking
The Subordinated Debt Securities are subordinate and junior in right of payment to senior debt
securities and other Senior Creditors (as defined below) in the manner and to the extent described in
Section 1 “— Status of the Subordinated Debt Securities — General” below under the caption “—
Additional Provisions”.
Westpac is an “authorised deposit-taking institution” (“ADI”) as that term is defined under the
Australian Banking Act. Under Section 13A(3) and Section 16 of the Australian Banking Act and
Section 86 of the Reserve Bank Act 1959 of Australia, which we refer to as the Reserve Bank Act, certain
debts of Westpac are preferred by law, as described below.
Section 13A(3) of the Australian Banking Act provides that if Westpac becomes unable to meet its
obligations or suspends payment, the assets of Westpac in Australia are to be available to satisfy, in priority
to all other liabilities of Westpac, including the Subordinated Debt Securities:
first, certain liabilities of Westpac owed to the Australian Prudential Regulation Authority, which we
refer to as APRA, (if any) in respect of any payments that APRA makes or is liable to make to
(i) holders of protected accounts under the Australian Banking Act or (ii) a body corporate pursuant
to a determination made by APRA in connection with a transfer of Westpac’s business to that body
corporate (where the transfer includes liabilities of Westpac in respect of protected accounts) under
the Australian Financial Sector (Transfer and Restructure) Act 1999;

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second, APRA’s costs (if any) in exercising its powers and performing its functions relating to
Westpac in connection with the FCS (an Australian Government scheme that protects depositors of
banks like Westpac from potential loss due to their failure);
third, Westpac’s liabilities (if any) in Australia in relation to protected accounts that account-holders
keep with Westpac;
fourth, Westpac’s debts (if any) to the Reserve Bank of Australia, which we refer to as the RBA; and
fifth, Westpac’s liabilities (if any) under an industry support contract that is certified under
Section 11CB of the Australian Banking Act.
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.
Under Section 16(2) of the Australian Banking Act, certain other debts of Westpac due to APRA shall
in a winding-up of Westpac have, subject to Section 13A(3) of the Australian Banking Act, priority over all
other unsecured debts of Westpac. Further, Section 86 of the Reserve Bank Act provides that in a winding-
up of Westpac, debts due by Westpac to the RBA shall, subject to Section 13A(3) of the Australian Banking
Act, have priority over all other debts of Westpac. Further, certain assets, such as the assets of Westpac in a
cover pool for covered bonds issued by Westpac, are excluded from constituting assets in Australia for the
purposes of Section 13A of the Australian 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.
The Subordinated Debt Securities are not protected accounts or deposit liabilities of Westpac in
Australia for the purposes of the Australian Banking Act or the FCS, are not subject to the depositor
protection provisions of the Australian Banking Act, and are not insured or guaranteed by (1) the
Commonwealth of Australia or any governmental agency of Australia, (2) the United States Federal Deposit
Insurance Corporation or any other governmental agency or instrumentality of the United States, (3) any
compensation scheme of the Commonwealth of Australia or the United States or (4) any other jurisdiction
or party.
General Terms of the Subordinated Debt Securities
Westpac may issue the Subordinated Debt Securities in one or more series pursuant to an indenture that
supplements the subordinated indenture, or a resolution of our board of directors or a duly authorized
committee of our board of directors. (Section 3.1 of the subordinated indenture.) The aggregate principal
amount of Subordinated Debt Securities that may be issued under the subordinated indenture is unlimited.
You should refer to the applicable prospectus supplement or term sheet for the specific terms of each series
of Subordinated Debt Securities which may, subject to such terms being consistent and in compliance with
the Prudential Standards in effect at the time of issuance of such Subordinated Debt Securities, include the
following:
title and aggregate principal amount;
any additional subordination provisions;
percentage(s) of principal amount at which such series of Subordinated Debt Securities will be
issued;
maturity date(s);
interest rate(s) or the method for determining the interest rate(s) including dates on which any
interest rate may be reset and the method for resetting such interest rate;
dates on which interest will accrue or the method for determining dates on which interest will accrue
and dates on which interest will be payable;
the calculation agent, if any;

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place(s) where principal and interest will be payable;
any payment of additional amount provisions that vary or add to those described herein;
any redemption or early repayment provisions including any that vary or add to the definitions of
Adverse Tax Event or Regulatory Event;
conversion or write-off provisions that vary or add to those described herein, including whether
conversion or write-off will be the primary loss absorption mechanism;
authorized denominations;
any discount with which such series of Subordinated Debt Securities will be issued;
whether such series of Subordinated Debt Securities will be issued in the form of one or more global
securities (whether in whole or in part);
identity of the depository for global securities;
whether a temporary security is to be issued with respect to such series of Subordinated Debt
Securities and whether any interest payable prior to the issuance of definitive Subordinated Debt
Securities of such series will be credited to the account of the persons entitled to such interest;
the terms upon which beneficial interests in a temporary global Subordinated Debt Security may be
exchanged in whole or in part for beneficial interests in a definitive global Subordinated Debt
Security or for definitive Subordinated Debt Securities and the terms upon which such exchanges
may be made;
currency, currencies or currency units in which the purchase price for, the principal of and any
interest on, such series of Subordinated Debt Securities will be payable;
time period within which, the manner in which and the terms and conditions upon which the
purchaser of such series of Subordinated Debt Securities can select the payment currency;
securities exchange(s) on which such series of Subordinated Debt Securities will be listed, if any;
and
additional terms not inconsistent with the provisions of the subordinated indenture.
General information about US and Australian tax considerations is set out under “Taxation.” Certain
US federal income tax and Australian tax considerations applicable to any series of Subordinated Debt
Securities due to its particular terms will be described in the applicable prospectus supplement or term
sheet.
Unless otherwise specified in the applicable prospectus supplement or term sheet, the Subordinated
Debt Securities will be issued in denominations of $1,000 and any integral multiple of $1,000. (Section 3.2
of the subordinated indenture.) Subject to the limitations provided in the subordinated indenture and in the
applicable prospectus supplement or term sheet, Subordinated Debt Securities will be issued in registered
form and may be registered, transferred or exchanged at the principal corporate trust office of the trustee or
at the office or agency that we will maintain for such purpose in the Borough of Manhattan, The City of
New York, without the payment of any service charge, other than any tax or other governmental charge
payable in connection with the registration or transfer or exchange. (Sections 3.5 and 12.2 of the
subordinated indenture.)
Westpac may issue Subordinated Debt Securities of any series in definitive form or in the form of one
or more global Subordinated Debt Securities (in whole or in part) as described below under “— Global
Securities”. Westpac may issue Subordinated Debt Securities of a series at different times. In addition,
Westpac may issue Subordinated Debt Securities within a series with terms different from the terms of other
Subordinated Debt Securities of that series. (Section 3.1(c) of the subordinated indenture.)
Subject to applicable law, Westpac or any of its affiliates may at any time purchase or repurchase
Subordinated Debt Securities of any series in any manner and at any price, subject to APRA’s prior written
approval (approval is at APRA’s discretion which 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 Debt
Securities, if requested by APRA). Any redemption of Subordinated Debt Securities does not imply or
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that the Westpac will in the future exercise any right it may have to redeem any other outstanding regulatory
capital instruments issued by Westpac. Any such redemption would also be subject to APRA’s prior written
approval (approval is at APRA’s discretion which may or may not be given). Subordinated Debt Securities
of any series purchased by Westpac or any of its affiliates may be held or surrendered by the purchaser of
the Subordinated Debt Securities for cancellation or may be resold.
Global Securities
Westpac may issue the Subordinated Debt Securities of a series in the form of one or more global
securities (in whole or in part) that will be deposited with, or on behalf of, a depository identified in the
applicable prospectus supplement or term sheet. Westpac will issue global securities in registered form and
in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the definitive
Subordinated Debt Securities, a global security may not be transferred except as a whole by the depository
for such global security to a nominee of such depository or by a nominee of such depository to such
depository or another nominee of such depository or by such depository or any such nominee to a successor
of such depository or a nominee of such successor. (Section 2.3 and Section 2.4 of the subordinated
indenture.)
The specific terms of the depository arrangement with respect to any Subordinated Debt Securities of a
series and the rights of and limitations upon owners of beneficial interests in a global security, to the extent
it differs from the provisions discussed below, will be described in the applicable prospectus supplement or
term sheet. We expect that the following provisions will generally apply to depository arrangements.
Upon the issuance of a global security, the depository for such global security or its nominee will
credit, on its book entry registration and transfer system, the respective principal amounts of the definitive
Subordinated Debt Securities represented by such global security to the accounts of persons that have
accounts with such depository and will make adjustments to such amounts in the event of a Conversion or
Write-off. Such accounts shall be designated by the dealers, underwriters or agents with respect to the
Subordinated Debt Securities or by us if such Subordinated Debt Securities are offered and sold directly by
us. Ownership of beneficial interests in a global security will be limited to persons that have accounts with
the applicable depository, who are referred to in this prospectus as participants, or persons that may hold
interests through participants. Ownership of beneficial interests in such global security will be shown on,
and the transfer of that ownership will be effected only through, records maintained by the applicable
depository or its nominee with respect to interests of participants and the records of participants with
respect to interests of persons other than participants. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a global security.
So long as the depository for a global security, or its nominee, is the registered owner of a global
security, such depository or such nominee, as the case may be, will be considered the sole owner or holder
of the Subordinated Debt Securities represented by that global security for all purposes under the
subordinated indenture. Except as provided below, owners of beneficial interests in a global security will
not be entitled to have any of the definitive Subordinated Debt Securities of the series represented by that
global security registered in their names, will not receive or be entitled to receive physical delivery of any
Subordinated Debt Securities of such series in definitive form and will not be considered the owners or
holders thereof under the subordinated indenture.
Payments of principal and interest, if any, on definitive Subordinated Debt Securities represented by a
global security registered in the name of a depository or its nominee will be made to the depository or its
nominee, as the case may be, as the registered owner of the global security representing the Subordinated
Debt Securities. None of Westpac, the trustee for the Subordinated Debt Securities, any paying agent, the
registrar or any underwriter or agent for the Subordinated Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments made by the depository or any participants on
account of beneficial ownership interests in the global security for the Subordinated Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
We expect that the depository for a series of Subordinated Debt Securities or its nominee, upon receipt
of any payment of principal or interest in respect of a permanent global security representing the
Subordinated Debt Securities, will immediately credit participants’ accounts with payments in amounts
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their respective beneficial interests in the principal amount of such global security for the Subordinated
Debt Securities as shown on the records of the depository or its nominee. We also expect that payments by
participants to owners of beneficial interests in a global security held through such participants will be
governed by standing instructions and customary practices, as is now the case with securities held for the
accounts of customers registered in “street name”. Such payments will be the responsibility of such
participants.
If the depository for a series of Subordinated Debt Securities notifies us at any time that it is unwilling,
unable or ineligible to continue as depository and a successor depository is not appointed by us within
90 days, Westpac will issue definitive Subordinated Debt Securities of that series in exchange for the global
security or securities representing that series of Subordinated Debt Securities. In addition, we may at any
time and in our sole discretion, subject to any limitations described in the applicable prospectus supplement
or term sheet relating to the Subordinated Debt Securities, determine not to have any Subordinated Debt
Securities of a series represented by one or more global securities, and, in such event, will issue definitive
Subordinated Debt Securities of that series in exchange for the global security or securities representing that
series of Subordinated Debt Securities. If definitive Subordinated Debt Securities are issued, an owner of a
beneficial interest in a global security will be entitled to physical delivery of definitive Subordinated Debt
Securities of the series represented by that global security equal in principal amount to that beneficial
interest and to have the Subordinated Debt Securities registered in its name. Definitive Subordinated Debt
Securities of any series so issued will be issued in denominations, unless otherwise specified by us in the
applicable prospectus supplement or term sheet, of $1,000 and integral multiples of $1,000 in excess
thereof.
For information concerning Conversion or Write-off upon the occurrence of a Non-Viability Trigger
Event, see “— Additional Provisions” below. The point of “non-viability” is entirely within the discretion of
APRA. APRA has not published extensive guidance on what might constitute or amount to “non-viability”.
APRA has not yet made a determination of non-viability. “Non-viability” is expected to include serious
impairment of Westpac’s financial position and solvency, but may not be confined to solvency measures and
capital ratios and may include other matters, such as liquidity. APRA has indicated that it may regard non-
viability as occurring well before an ADI is at risk of becoming insolvent.
Payment of Additional Amounts
The subordinated indenture provides that Westpac will pay all amounts that it is required to pay in
respect of the Subordinated Debt Securities without withholding or deduction for, or on account of, any
present or future taxes, duties, assessments or other governmental charges imposed or levied by or on behalf
of Australia or any political subdivision or taxing authority thereof or therein, unless such withholding or
deduction is required by law. In that event, Westpac will pay such additional amounts as may be necessary
so that the net amount received by the holder of the Subordinated Debt Securities, after such withholding or
deduction, will equal the amount that the holder would have received in respect of the Subordinated Debt
Securities without such withholding or deduction. However, as described below, the subordinated indenture
provides that, under certain circumstances, Westpac will not pay additional amounts.
The subordinated indenture provides that Westpac will not pay additional amounts in respect of
Subordinated Debt Securities for or on account of:
any tax, duty, assessment or other governmental charge that would not have been imposed but for the
fact that the holder, or the beneficial owner, of the Subordinated Debt Securities was a resident,
domiciliary or national of, or engaged in business or maintained a permanent establishment or was
physically present in, Australia or any political subdivision or taxing authority thereof or therein or
otherwise had some connection with Australia or any political subdivision or taxing authority thereof
or therein other than merely holding such Subordinated Debt Securities, or receiving payments under
such Subordinated Debt Securities;
any tax, duty, assessment or other governmental charge that would not have been imposed but for the
fact that the holder of the Subordinated Debt Securities presented such Subordinated Debt Securities
for payment in Australia, unless the holder was required to present such Subordinated Debt
Securities for payment and they could not have been presented for payment anywhere else;

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any tax, duty, assessment or other governmental charge that would not have been imposed but for the
fact that the holder of the Subordinated Debt Securities presented such Subordinated Debt Securities
for payment more than 30 days after the date such payment became due and was provided for,
whichever is later, except to the extent that the holder would have been entitled to the additional
amounts on presenting such Subordinated Debt Securities for payment on any day during that 30 day
period;
any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or other
governmental charge;
any tax, duty, assessment or other governmental charge which is payable otherwise than by
withholding or deduction;
any tax, duty, assessment or other governmental charge that would not have been imposed if the
holder, or the beneficial owner, of the Subordinated Debt Securities complied with Westpac’s request
to provide information concerning his, her or its nationality, residence or identity or to make a
declaration, claim or filing or satisfy any requirement for information or reporting that is required to
establish the eligibility of the holder, or the beneficial owner, of such Subordinated Debt Securities
to receive the relevant payment without (or at a reduced rate of) withholding or deduction for or on
account of any such tax, duty, assessment or other governmental charge;
any tax, duty, assessment or other governmental charge that would not have been imposed but for the
holder, or the beneficial owner, of the Subordinated Debt Securities being an associate of Westpac
for purposes of section 128F of the Australian Tax Act (other than in the capacity of a clearing
house, paying agent, custodian, funds manager or responsible entity of a registered scheme under the
Australian Corporations Act);
any tax, duty, assessment or other governmental charge that is imposed or withheld as a consequence
of a determination having been made under Part IVA of the Australian Tax Act (or any modification
thereof or provision substituted therefor) by the Australian Commissioner of Taxation that such tax,
duty, assessment or other governmental charge is payable in circumstances where the holder, or the
beneficial owner, of such Subordinated Debt Securities is a party to or participated in a scheme to
avoid such tax which Westpac was not a party to;
any tax, duty, assessment or other governmental charge to, or to a third party on behalf of, a holder
of Subordinated Debt Securities, or any beneficial owner of any interest in, or rights in respect of,
such Subordinated Debt Securities, upon, with respect to, or by reason of, such person being issued
Ordinary Shares;
any tax, duty, assessment or other governmental charge arising under or in connection with, or in
order to ensure compliance with, (a) Section 1471 to 1474 of the U.S. Internal Revenue Code of
1986, as amended, which we refer to as the Code, 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, which we refer to as FATCA; or
any combination of the foregoing.
In addition, the subordinated indenture provides that additional amounts will also not be payable by
Westpac with respect to any payment on any Subordinated Debt Security to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the extent that payment would, under
the laws of Australia or any political subdivision or taxing authority thereof or therein, be treated as being
derived or received for tax purposes by a beneficiary or settler of that fiduciary or member of that
partnership or a beneficial owner, in each case, who would not have been entitled to those additional
amounts had it been the actual holder of such Subordinated Debt Securities.
If, as a result of Westpac’s consolidation or merger with or into an entity organized under the laws of a
country other than Australia or a political subdivision of a country other than Australia or the sale,
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or transfer by Westpac of all or substantially all its assets to such an entity, such an entity assumes the
obligations of Westpac under the subordinated indenture and the Subordinated Debt Securities, such entity
will pay additional amounts on the same basis as described above, except that references to “Australia”
(other than in the exception applicable in the event the holder or beneficial owner of the Subordinated Debt
Securities is an associate of Westpac for purposes of section 128F(6) of the Australian Tax Act) will be
treated as references to both Australia and the country in which such entity is organized or resident (or
deemed resident for tax purposes).
Westpac, and any other person to or through which any payment with respect to the Subordinated Debt
Securities may be made, shall be entitled to withhold or deduct from any payment with respect to such
Subordinated Debt Securities amounts required to be withheld or deducted under or in connection with, or
in order to ensure compliance with, FATCA, and holders and beneficial owners of such Subordinated Debt
Securities shall not be entitled to receive any gross up or other additional amounts on account of any such
withholding or deduction.
(Section 12.8 of the subordinated indenture.)
Redemption of Subordinated Debt Securities
General
If the Subordinated Debt Securities of a series provide for redemption at Westpac’s election (subject to
APRA’s prior written approval, which may or not be given if requested by Westpac), unless otherwise
provided in the applicable prospectus supplement or term sheet and except as described below under
“— Redemption for Taxation Reasons” and “— Redemption for Regulatory Reasons”, Westpac may redeem
the Subordinated Debt Securities of such series in whole, but not in part, and such redemption shall not be
permitted earlier than the fifth anniversary of the issue date.
Any redemption of the Subordinated Debt Securities of a series shall be on not less than 30 nor more
than 60 days’ notice. In the case of Subordinated Debt Securities in global form, such Subordinated Debt
Securities will be selected for redemption in accordance with the procedures of the depository. Notice of
such redemption will be mailed to holders of Subordinated Debt Securities of such series to their last
addresses as they appear on the register of the Subordinated Debt Securities of such series.
Westpac may redeem the Subordinated Debt Securities of a series only if Westpac has received the
prior written approval of APRA (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 Debt Securities if requested by Westpac). Any redemption of the Subordinated Debt
Securities does not imply or indicate that we will in future exercise any right we may have to redeem any
other outstanding regulatory capital instruments issued by us. Any such redemption would also be subject to
APRA’s prior written approval (approval is at APRA’s discretion which may or may not be given) and:
before or concurrently with the redemption, Westpac replaces the Subordinated Debt Securities with
a capital instrument which is of the same or better quality (for the purposes of the Prudential
Standards) than the Subordinated Debt Securities and the replacement of the Subordinated Debt
Securities is done under conditions that are sustainable for the income capacity of Westpac (for the
purposes of the Prudential Standards); or
Westpac obtains confirmation from APRA that APRA is satisfied, having regard to the capital
position of Westpac and the Group, that Westpac does not have to replace the Subordinated Debt
Securities.
Holders should not expect that APRA’s prior written approval will be given for any redemption of the
Subordinated Debt Securities.
No holder of the Subordinated Debt Securities has the right to request redemption of their Subordinated
Debt Securities at any time.
(Sections 1.6, 13.1 and 13.3 of the subordinated indenture.)

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Redemption for Taxation Reasons
The subordinated indenture provides that if an Adverse Tax Event (as defined below) has occurred,
Westpac may, subject to the conditions described below and provided that Westpac has obtained a
supporting opinion of legal or tax advisers of recognized standing in Australia (or, if a Relevant Transaction
(as defined below) occurs and the home jurisdiction for tax purposes of such other entity is not Australia,
legal or tax advisers of recognized standing in such other jurisdiction), redeem all, but not less than all, of
any series of Subordinated Debt Securities at a redemption price, equal to the Outstanding Principal Amount
of the Subordinated Debt Securities to be redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date. (Section 13.6 of the subordinated indenture.)
An “Adverse Tax Event” shall, with respect to any Subordinated Debt Securities of a series, mean that
either:
any amendment to, clarification of, or change in the Tax Legislation which has been or will be
effected; or
any Administrative Action under or in connection with the Tax Legislation or any amendment to,
clarification of, or change in, any such Administrative Action,
being in each case by any legislative body, court, government authority or regulatory body (irrespective of
the manner in which such amendment, clarification, change or Administrative Action is announced) on or
after the issue date of the Subordinated Debt Securities of such series but which Westpac did not expect at
the issue date of the Subordinated Debt Securities of such series (provided that, if after the issue date
Westpac is merged into or consolidated with another entity or all or substantially all of Westpac’s assets are
sold or transferred to another entity and such entity assumes the obligations of Westpac under the
subordinated indenture and the Subordinated Debt Securities (a “Relevant Transaction”), and the home
jurisdiction for tax purposes of such other entity is not Australia (or if such home jurisdiction has already
become a jurisdiction other than Australia, is different to the jurisdiction which it is immediately prior to the
Relevant Transaction), the references herein to “issue date” of the Subordinated Debt Securities of such
series shall be deemed to be to the date the Relevant Transaction is completed) and:
there is a material risk that Westpac would be exposed to a more than de minimis adverse tax
consequence in relation to the Subordinated Debt Securities of such series; or
Westpac determines that any interest payable on the Subordinated Debt Securities is not, or may not
be, allowed as a deduction for the purposes of Australian income tax of such series; or
Westpac has or will become obliged to pay additional amounts.
Westpac may redeem the Subordinated Debt Securities of a series upon the occurrence of an Adverse
Tax Event only if Westpac has received the prior written approval of APRA (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 Debt Securities if requested by Westpac). Any
redemption of the Subordinated Debt Securities does not imply or indicate that we will in future exercise
any right we may have to redeem any other outstanding regulatory capital instruments issued by us. Any
such redemption would also be subject to APRA’s prior written approval (approval is at APRA’s discretion
which may or may not be given) and:
before or concurrently with the redemption, Westpac replaces the Subordinated Debt Securities with
a capital instrument which is of the same or better quality (for the purposes of the Prudential
Standards) than the Subordinated Debt Securities and the replacement of the Subordinated Debt
Securities is done under conditions that are sustainable for the income capacity of Westpac (for the
purposes of the Prudential Standards); or
Westpac obtains confirmation from APRA that APRA is satisfied, having regard to the capital
position of Westpac and the Group, that Westpac does not have to replace the Subordinated Debt
Securities.
(Sections 13.1 and 13.6 of the subordinated indenture.)

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Redemption for Regulatory Reasons
The subordinated indenture provides that if a Regulatory Event (as defined below) has occurred,
Westpac may, subject to the conditions described below and provided that Westpac has obtained a
supporting opinion of advisers of recognized standing in Australia or confirmation from APRA, redeem all,
but not less than all, of any series of Subordinated Debt Securities at a redemption price, equal to the
Outstanding Principal Amount of the Subordinated Debt Securities to be redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date. (Section 13.6 of the subordinated indenture.)
A “Regulatory Event” shall, with respect to any of the Subordinated Debt Securities of a series, mean
that either:
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 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 of the
Subordinated Debt Securities of such series; or
written confirmation is received from APRA after the issue date of the Subordinated Debt Securities
of such series that,
Westpac is not or will not be entitled to treat all of the Subordinated Debt Securities of such series as Tier 2
Capital in whole, provided that, in each case, Westpac did not expect at the issue date of the Subordinated
Debt Securities of such series that the matter giving rise to the Regulatory Event would occur.
Westpac may redeem the Subordinated Debt Securities of a series upon the occurrence of a Regulatory
Event only if Westpac has received the prior written approval of APRA (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 Debt Securities if requested by Westpac). Any
redemption of the Subordinated Debt Securities does not imply or indicate that we will in future exercise
any right we may have to redeem any other outstanding regulatory capital instruments issued by us. Any
such redemption would also be subject to APRA’s prior written approval (approval is at APRA’s discretion
which may or may not be given) and:
before or concurrently with redemption, Westpac replaces the Subordinated Debt Securities with a
capital instrument which is of the same or better quality (for the purposes of the Prudential
Standards) than the Subordinated Debt Securities and the replacement of the Subordinated Debt
Securities is done under conditions that are sustainable for the income capacity of Westpac (for the
purposes of the Prudential Standards); or
Westpac obtains confirmation from APRA that APRA is satisfied, having regard to the capital
position of Westpac and the Group, that Westpac does not have to replace the Subordinated Debt
Securities.
(Sections 13.1 and 13.6 of the subordinated indenture.)
Events of Default
The subordinated indenture provides that, if an event of default in respect of any series of Subordinated
Debt Securities shall have occurred and be continuing, the sole remedies for either the trustee or the holder
of any outstanding Subordinated Debt Securities of the relevant series shall be the remedies described
below.
The subordinated indenture defines an event of default in respect of any series of Subordinated Debt
Securities as any of the following events or circumstances:
Westpac fails to pay (i) any Outstanding Principal Amount in respect of the Subordinated Debt
Securities of the relevant series on the maturity date or within seven days thereafter, or (ii) any
amount of interest in respect of the Subordinated Debt Securities of the relevant series on the due
date for payment thereof or within fourteen days thereafter, unless, in each case, prior to the
commencement of a Winding-Up in Australia, the failure to make such payment is the result of
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Solvent on the date such payment is due or Westpac would not be Solvent immediately thereafter as
a result of making such payment; or
a Winding-Up in Australia.
Upon the occurrence of an event of default for a failure to pay principal or interest as described above,
the sole remedies for the trustee or the holder of any Subordinated Debt Securities of the relevant series
shall be to bring proceedings:
to recover any amount then due and payable but unpaid on such Subordinated Debt Securities
(subject to Westpac being able to make the payment and remain Solvent);
to obtain an order for specific performance of any other obligation in respect of such Subordinated
Debt Securities; or
for a winding-up of Westpac in Australia.
In the event of a Winding-Up in Australia (but not in any other jurisdiction), the Subordinated Debt
Securities of the relevant series will, without any further action on the part of the trustee or any holder
thereof, become immediately due and payable by Westpac, unless they have been Converted or Written-off,
and the trustee or any such holder may, subject to the limitations described under “— Additional Provisions
— Status and Subordination”, prove or claim for the Outstanding Principal Amount of each Subordinated
Debt Security it holds (together with all interest accrued but unpaid to the date of payment). However, it is
unlikely a Winding-Up will occur without a Non-Viability Trigger Event having occurred first and the
Subordinated Debt Securities being Converted or Written-off. In that event:
if the Subordinated Debt Securities have Converted into Ordinary Shares, holders will rank equally
with existing holders of Ordinary Shares; and
if the Subordinated Debt Securities are Written-off, all rights in relation to the Subordinated Debt
Securities 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 Debt
Securities Converted into Ordinary Shares. In such an event, a holder’s investment in the
Subordinated Debt Securities will lose all of its value and such holder will not receive any
compensation.
In the event of the occurrence of any event of default, no remedy against Westpac (including, without
limitation, any right to sue for a sum of damages which has the same economic effect as an acceleration of
Westpac’s payment obligations), other than the institution of proceedings for a winding-up of Westpac or,
subject to section 4.2 of the subordinated indenture, for providing or claiming any winding-up, shall be
available to the trustee or any holder of any Subordinated Debt Securities for the recovery of amounts
owing in respect of the Subordinated Debt Securities or in respect of any breach by Westpac of any
obligation, condition or provision binding on it under the terms of the Subordinated Debt Securities other
than as described in this prospectus or the applicable prospectus supplement or term sheet.
A holder of Subordinated Debt Securities 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 in this prospectus or in any applicable prospectus supplement or term sheet. In the event of a
Winding-Up in Australia (but not in any other jurisdiction), the Subordinated Debt Securities of the relevant
series will become immediately due and payable unless they have been Converted or Written-off. This will
be the only circumstance in which the payment of principal on Subordinated Debt Securities of the relevant
series may be accelerated.
If any Subordinated Debt Security becomes due and payable as a result of an event of default, Westpac
shall pay such amount as is equal to the Outstanding Principal Amount (or such other amount specified in or
determined in accordance with any applicable prospectus supplement or term sheet) together with all
accrued but unpaid interest, if any.
(Section 8.1 of the subordinated indenture.)
Under the Australian Banking Act, for the purpose of protecting depositors and maintaining the
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direction to us and certain of our related entities regarding the conduct of our business, including
prohibiting making payments with respect to our debt obligations (including the Subordinated Debt
Securities), and, if we become unable to meet our obligations or suspend payment (and in certain other
limited circumstances), to appoint a “Banking Act statutory manager” to take control of our business
(including certain of our related entities).
Other Provisions
The Trust Indenture Act of 1939, as amended, which we refer to as the Trust Indenture Act, and
Section 9.5 of the subordinated indenture provides that the trustee will, within 90 days after the occurrence
of a default in respect of any series of Subordinated Debt Securities, give to the holders of that series notice
of all uncured defaults known to it; provided that, except in the case of default in the payment on any of the
Subordinated Debt Securities of that series, the trustee will be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of the holders of that series. The
term “default” for the purpose of this provision means any event which is, or after notice or lapse of time or
both would become an event of default as defined in the subordinated indenture, with respect to
Subordinated Debt Securities of such series.
The subordinated indenture provides that the holders of a majority in aggregate principal amount of the
outstanding Subordinated Debt Securities of any series may, subject to limitations, direct the time, method
and place of conducting proceedings for any remedy available to the trustee, or exercising any trust or
power conferred on the trustee in respect of the Subordinated Debt Securities of that series. (Section 8.5 of
the subordinated indenture.)
The subordinated indenture provides that the trustee, subject to the provisions of the Trust Indenture
Act will not be required to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under the indentures, or in the exercise of its rights or powers, if it shall
have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. (Section 9.1(g) of the subordinated indenture.)
The subordinated indenture includes covenants that Westpac will file annually with the trustee a
certificate of compliance with all conditions and covenants under the subordinated indenture. (Section 12.7
of the subordinated indenture.)
Modification of the Subordinated Indenture
The subordinated indenture contains provisions permitting Westpac and the trustee to enter into one or
more supplemental indentures without the consent of the holders of any of the Subordinated Debt Securities
in order to:
evidence the succession of another individual, corporation or other entity to Westpac and the
assumption of Westpac’s covenants and obligations by its successor;
add to Westpac’s covenants for the benefit of the holders of Subordinated Debt Securities of all or
any series or surrender any of Westpac’s rights or powers or to comply with certain requirements of
the SEC relating to the qualification of the indenture under the Trust Indenture Act;
add to or change any provisions of the subordinated indenture or any Subordinated Debt Securities to
such extent as necessary to facilitate the issuance of Subordinated Debt Securities, to facilitate the
issuance of Subordinated Debt Securities in global form, or to alter the terms of the Subordinated
Debt Securities to align them with any Relevant Tier 2 securities issued after the date of such
Subordinated Debt Securities, provided that such alteration is not materially prejudicial to the
interests of the holders of the Subordinated Debt Securities as a whole;
change or eliminate any provision of the subordinated indenture affecting only Subordinated Debt
Securities not yet issued or when there is no security outstanding of a series created prior to the
execution of any such supplemental indenture;
establish the form or terms of Subordinated Debt Securities;

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provide for delivery of such supplemental indentures or the Subordinated Debt Securities of any
series in or by means of any computerized, electronic or other medium, including without limitation
by pdf or email;
evidence and provide for successor trustees and/or to add or change any provisions of the
subordinated indenture to such extent as necessary to provide for or facilitate the administration of
the trusts under the indentures by more than one trustee;
maintain the qualification of the subordinated indenture under the Trust Indenture Act;
correct or supplement any inconsistent provisions or cure any ambiguity or omission or correct any
mistake, provided that any such action does not adversely affect the interests of any holder of
Subordinated Debt Securities of any series;
to make any change that does not materially adversely affect the rights of any holder of Subordinated
Debt Securities, provided that any change to the terms of the subordinated indenture or to a series of
Subordinated Debt Securities made solely to conform to the description of such series of
Subordinated Debt Securities in an offering document, prospectus supplement or other similar
offering document relating to the initial offering of such series of Subordinated Debt Securities shall
be deemed to not materially adversely affect the rights of the holder of Subordinated Debt Securities
of such series;
modify the subordination provisions thereof in a manner not adverse to the holders of Subordinated
Debt Securities of any series then outstanding; or
make any other change that does not adversely affect the interests of the holders and is not otherwise
prohibited. (Section 11.1 of the subordinated indenture.)
In addition, no amendment to the terms and conditions of the subordinated indenture or a Subordinated
Debt Security 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 Debt Security as
Tier 2 Capital as described in the Prudential Standards.
The subordinated indenture also contains provisions permitting Westpac and the trustee, with the
consent of the holders of not less than a majority of the aggregate Outstanding Principal Amount of the
Subordinated Debt Securities of the affected series, to execute supplemental indentures adding any
provisions to or changing or eliminating any of the provisions of the subordinated indenture or modifying
the rights of the holders of Subordinated Debt Securities of that series. No supplemental indenture may,
without the consent of the holders of all of the affected Subordinated Debt Securities, among other things:
change the maturity of any Subordinated Debt Securities, provided that the maturity date for the
Subordinated Debt Securities may not be earlier than the fifth anniversary of the issue date of such
series of Subordinated Debt Securities;
change the currency in which such Subordinated Debt Securities are payable;
reduce the Outstanding Principal Amount thereof or the rate of interest thereon payable upon the
redemption thereof;
impair the right to institute suit for the enforcement of any payment on such Subordinated Debt
Securities at maturity or upon redemption;
reduce the percentage of the Outstanding Principal Amount of Subordinated Debt Securities of any
series the holders of which must consent to any such supplemental indenture;
change any obligation of Westpac to maintain an office or agency in accordance with the provisions
of the subordinated indenture;
modify the subordinated indenture provisions concerning modification of the subordinated indenture
or the waiver of past defaults or specified covenants other than to increase the required percentage to
effect a modification or provide that additional provisions may not be waived without the consent of
each holder of that series of Subordinated Debt Securities;
modify any Conversion or Write-off provision; or

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modify the subordination provisions thereof in a manner adverse to the holders of Subordinated Debt
Securities then outstanding. (Section 11.2 of the subordinated indenture.)
Any such consent given by the holder of a Subordinated Debt Security of a series shall be conclusive
and binding upon such holder and all future holders of the Subordinated Debt Securities of such series and
of any Subordinated Debt Securities of such series issued on registration thereof, the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such consent is made upon the Subordinated
Debt Securities of such series.
Satisfaction and Discharge of the Subordinated Indenture
The subordinated indenture shall generally cease to be of any further effect with respect to a series of
Subordinated Debt Securities when Westpac has delivered to the trustee for cancellation all Subordinated
Debt Securities of that series. (Section 7.1 of the subordinated indenture.)
Record Dates
Westpac will generally be entitled to set any date as the record date for the purpose of determining the
holders of Subordinated Debt Securities entitled to give or take any action under the subordinated indenture
in the manner specified in such indenture. If a record date is set, action may only be taken by persons who
are holders of Subordinated Debt Securities on the record date. Also, unless otherwise specified in the
applicable prospectus supplement or term sheet applicable to a series of Subordinated Debt Securities, to be
effective, any action must be taken within 180 days of the record date. (Section 1.4(g) of the subordinated
indenture.)
Notice
Notices to holders of Subordinated Debt Securities will be given by mail to the addresses of holders
appearing in the applicable securities register. Westpac and the trustee may treat the person in whose name a
Subordinated Debt Security is registered as the owner thereof for all purposes. (Sections 1.6 and 3.8 of the
subordinated indenture.)
Governing Law
The subordinated indenture and the Subordinated Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York, without regard to conflict of law principles, except that
the Non-Viability Trigger Event, Write-off, Conversion and subordination provisions contained in Articles
IV, V and VI of the subordinated indenture and any provisions in the subordinated indenture and the
Subordinated Debt Securities which relate to, or define terms used in, such Articles, will be governed by,
and construed in accordance with, the laws of the State of New South Wales, Commonwealth of Australia.
(Section 1.11 of the subordinated indenture.)
The subordinated indenture also provides that to the extent Westpac or any of its properties, assets or
revenues may have or may become entitled to, or have attributed to it, any right of immunity, on the grounds
of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any
thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution
of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any
judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its
obligations, liabilities or any other matter under or arising out of or in connection with any Subordinated
Debt Security or the subordinated indenture, Westpac, to the extent permitted by applicable law, will
irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and will consent
to such relief and enforcement. (Section 8.12 of the subordinated indenture.)
Consolidation, Merger or Sale of Assets
The subordinated indenture provides that Westpac may not merge or consolidate with or into any other
corporation or other entity or sell, convey or transfer all or substantially all of Westpac’s assets, unless:

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Westpac is the surviving entity formed by such merger or consolidation; or
the entity formed by such consolidation or into which Westpac is merged or which acquires
Westpac’s assets expressly assumes by supplemental indenture all of Westpac’s obligations under the
Subordinated Debt Securities and the subordinated indenture; and
immediately after giving effect to such transactions, no event of default shall have occurred and be
continuing; and
Westpac shall have delivered to the trustee an officer’s certificate and an opinion of counsel each
stating that such transaction complies with the subordinated indenture and that all conditions
precedent therein provided for relating to such transaction have been complied with.
Upon any such consolidation, merger or sale where Westpac is not the surviving entity, the successor
corporation formed by such consolidation or into which Westpac is merged or to which such sale is made
shall succeed to and be substituted for Westpac under the subordinated indenture and the Subordinated Debt
Securities and all such obligations of Westpac shall terminate.
Notwithstanding the above, the terms and conditions of the subordinated indenture and Subordinated
Debt Securities shall not prevent Westpac from consolidating with or merging into any other person or
conveying, transferring or leasing its properties and assets substantially as an entirety to any person, or from
permitting any person to consolidate with or merge into Westpac or to convey, transfer or lease its properties
and assets substantially as an entirety to Westpac where such consolidation, merger, transfer or lease is:
required by APRA (or any Banking Act statutory manager or similar official appointed by it) under
law and prudential regulation applicable in the Commonwealth of Australia (including, without
limitation, the Australian Banking Act or the Australian Financial Sector (Transfer and Restructure)
Act 1999, which terms, as used herein, include any amendments thereto, rules thereunder and any
successor laws, amendments and rules)); or
determined by the board of directors of Westpac or by APRA (or any Banking Act statutory manager
or similar official appointed by it) to be necessary in order for Westpac to be managed in a sound and
prudent manner or for Westpac or APRA (or any statutory manager or similar official appointed by
it) to resolve any financial difficulties affecting Westpac, in each case in accordance with prudential
regulation applicable in the Commonwealth of Australia.
(Section 10.1 of the subordinated indenture.)
Concerning the Trustee
Westpac may from time to time maintain credit facilities, and have other customary banking
relationships with The Bank of New York Mellon, the trustee.
Consent to Service of Process
In accordance with the provisions of the subordinated indenture, we have designated Westpac Banking
Corporation, New York Branch, 575 Fifth Avenue, 39th Floor, New York, New York 10017-2422, Attention:
Country Head — Americas, as our authorized agent for service of process in any legal action or proceeding
against us with respect to Westpac’s obligations under such indenture or the Subordinated Debt Securities
instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York and
will irrevocably submit to the non-exclusive jurisdiction of such courts in respect of any such legal action or
proceeding. (Section 1.14 of the subordinated indenture.)
Additional Provisions
Status of the Subordinated Debt Securities — General
Acknowledgements
The subordinated indenture provides that each holder of Subordinated Debt Securities by its purchase
or holding of a Subordinated Debt Security is taken to acknowledge that:

19

(a)
(b)
(c)
(i)
(ii)
1.2
(a)
(b)
(c)
1.3
(a)
(b)
(i)
(ii)
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Westpac intends that the Subordinated Debt Securities constitute Tier 2 Capital and be able to
absorb losses at the point of non-viability as described in the Prudential Standards;
Westpac’s obligations in respect of the Subordinated Debt Securities are subordinated as described
in Section 1.2 below; and
the Subordinated Debt Securities are subject to Conversion or Write-off as described below in
Sections 2 and 3. There are two methods of loss absorption:
Conversion, subject to possible Write-off as described below in Section 2.2; or
Write-off without Conversion as described below in Section 2.2.
Unless the applicable prospectus supplement or term sheet specifies otherwise, the primary method of
loss absorption will be Conversion, subject to possible Write-off as described below in Section 2.2.
(Section 4.1 of the subordinated indenture.)
Status and subordination
The subordinated indenture provides that:
holders of Subordinated Debt Securities do not have any right to prove in a Winding-Up in respect
of Subordinated Debt Securities, except as described below in Section 1.4;
Subordinated Debt Securities constitute direct and unsecured subordinated obligations of Westpac
and will rank for payment in a Winding-Up as described below in Section 1.4; and
Subordinated Debt Securities will not constitute protected accounts or deposit liabilities of
Westpac in Australia for the purposes of the Australian Banking Act.
(Section 4.2 of the subordinated indenture.)
Solvency condition
The subordinated indenture provides that, prior to a Winding-Up:
the obligation of Westpac to make any payment of principal, interest or additional amounts in
respect of Subordinated Debt Securities shall be conditional upon Westpac being Solvent at the
time the payment or other amount owing becomes due; and
no payment of principal, interest or additional amounts shall be made in respect of Subordinated
Debt Securities except to the extent that Westpac may make such payment and still be Solvent
immediately thereafter.
A certificate as to whether Westpac is Solvent signed by two authorized signatories of Westpac or, if
Westpac 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 such certificate. In the absence of such a certificate, a
holder of Subordinated Debt Securities shall be entitled to assume (unless the contrary is proved) that
Westpac is, and will after any payment as aforesaid be, Solvent.
Until Subordinated Debt Securities have been Converted or Written-off:
interest will continue to accrue on any principal not paid as a consequence of the provisions
described in this Section 1.3 at the Interest Rate; and
any interest not paid to a holder of Subordinated Debt Securities as a consequence of the
provisions described in this Section 1.3 will remain due and payable and will accumulate with
compounding.
Any amount not paid as a consequence of the provisions described in this Section 1.3: (x) will remain a
debt owing to the holder of Subordinated Debt Securities by Westpac until it is paid and shall be payable on

20

1.4
(a)
(b)
(i)
(ii)
(iii)
•
•
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the first date on which the provisions described in paragraphs (a) and (b) of this Section 1.3 would allow
payment of such amount (whether or not such date is otherwise a date on which interest is payable or
other date on which such amount becomes due); and (y) shall not constitute an event of default (see “—
Description of the Subordinated Debt Securities — Events of Default” above).
(Section 4.3 of the subordinated indenture.)
Winding-Up
The subordinated indenture provides that, in a Winding-Up:
neither the trustee nor any holder of Subordinated Debt Securities shall have any right or claim
against Westpac in respect of the principal of, interest on or additional amounts related to the
Subordinated Debt Securities, to the extent any such Subordinated Debt Securities have been
Converted or Written-off; and
the rights and claims of the trustee or any holder of Subordinated Debt Securities against Westpac
to recover any principal, interest or additional amounts in respect of Subordinated Debt Securities
that have not been Converted or Written-off shall:
be subordinate to, and rank junior in right of payment to, the obligations of Westpac 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
Debt Securities;
rank equally with the obligations of Westpac to the holders of other Subordinated Debt
Securities that have not been Converted or Written-off (or that have been partially Converted
or Written-off), and the obligations of Westpac to holders of Equal Ranking Instruments; and
rank prior to, and senior in right of payment to, the obligations of Westpac to holders of
Ordinary Shares, and other Junior Ranking Capital Instruments.
Unless and until Senior Creditors have been paid in full, neither the trustee nor any holder of
Subordinated Debt Securities that have not been Converted or Written-off (or that have been partially
Converted or Written-off) will 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, the trustee and any holder of Subordinated Debt Securities that have not been
Converted or Written-off (or that have been partially Converted or Written-off) will only be entitled to
prove for any sums payable in respect of the Subordinated Debt Securities as a liability which is subject to
prior payment in full of Senior Creditors. Holders of Subordinated Debt Securities waive in respect of any
Subordinated Debt Security, 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 trustee and any holder of Subordinated Debt
Securities will have no further or other claim on Westpac in a Winding-Up, other than the claim for the
Outstanding Principal Amount and interest and any additional amounts, as described above, and in the case
of the trustee, its claims under Section 9.8 of the subordinated indenture.
However, it is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having
occurred first and the Subordinated Debt Securities being Converted or Written-off. In that event:
if the Subordinated Debt Securities have Converted into Ordinary Shares, holders will rank equally
with existing holders of Ordinary Shares; and
if the Subordinated Debt Securities are Written-off, all rights in relation to the Subordinated Debt
Securities 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 Debt
Securities Converted into Ordinary Shares. In such an event, a holder’s investment in the
Subordinated Debt Securities will lose all of its value and such holder will not receive any
compensation.

21

1.5
1.6
1.7
(a)
(b)
(c)
2.
2.1
(a)
(i)
(ii)
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(Section 4.4 of the subordinated indenture.)
No netting or set-off
The subordinated indenture provides that Subordinated Debt Securities are not subject to netting, and
without limitation, neither Westpac nor the trustee or any holder of Subordinated Debt Securities is entitled
to set-off any amounts due in respect of Subordinated Debt Securities held by the holder against any amount
of any nature owed by Westpac to such holder or by such holder to Westpac (as applicable).
(Section 4.5 of the subordinated indenture.)
Clawback
The subordinated indenture provides that each holder of Subordinated Debt Securities by its purchase
or holding of a Subordinated Debt Security is taken to have irrevocably acknowledged and agreed that it or
the trustee will pay or deliver to the Liquidator any payment or asset, whether voluntary or in any other
circumstances, received by such holder or the trustee from or on account of Westpac (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 Westpac) in violation of the provisions described in Section 1.2 or in “— Events of
Default” above.
(Section 4.6 of the subordinated indenture.)
Other provisions
The subordinated indenture provides that each holder of Subordinated Debt Securities by its purchase
or holding of a Subordinated Debt Security is taken to have irrevocably acknowledged and agreed:
that the provisions described in Sections 1.2 and 1.4 above constitute a debt subordination for the
purposes of section 563C of the Australian Corporations Act;
without limiting its rights existing otherwise than as a holder of a Subordinated Debt Security, 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 provisions described in Sections 1.2
and 1.4 above; and
that the debt subordination effected by the provisions described in Sections 1.2 and 1.4 above are
not affected by any act or omission of Westpac 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 the provisions described in
Sections 1.2 and 1.4 above in relation to any outstanding Subordinated Debt Securities.
(Section 4.7 of the subordinated indenture.)
Non-Viability, Conversion and Write-off
Non-Viability Trigger Event
The subordinated indenture provides that:
if a Non-Viability Trigger Event occurs, Westpac must:
subject to the limitations described in Section 2.3 below, Convert; or
if the applicable prospectus supplement or term sheet for the Subordinated Debt Securities of
any series specifies that the primary method of loss absorption will be Write-off without
Conversion as described in Section 2.3 below, Write-off,
all Subordinated Debt Securities or, if paragraph (a) of the definition of “Non-Viability Trigger
Event” applies, subject to the provisions described in Section 2.1(b) below, all or some
Subordinated

22

(b)
(i)
(ii)
(c)
(i)
(ii)
(iii)
(iv)
TABLE OF CONTENTS

Debt Securities (or a percentage of the Outstanding Principal Amount of each Subordinated Debt
Security), such that the aggregate Outstanding Principal Amount of all Subordinated Debt
Securities Converted or Written-off is, together with the outstanding principal amount of all other
Relevant Securities converted, written-off or written-down as described in Section 2.1(b) below, is
equal to the aggregate outstanding principal amount of Relevant Securities as is necessary to
satisfy APRA that Westpac will no longer be non-viable).
In determining the Subordinated Debt Securities or percentage of the Outstanding Principal
Amount of each Subordinated Debt Security which must be Converted or Written-off as described
in this Section 2.1, Westpac will:
first, convert, write-off or write-down an amount of the outstanding principal amount of all
outstanding Relevant Tier 1 Securities before Conversion or Write-off of the Subordinated
Debt Securities; and
second, if conversion, write-off or write-down of those Relevant Tier 1 Securities is not
sufficient to satisfy APRA that Westpac would not become non-viable, Convert or Write-off
(in the case of the Subordinated Debt Securities) and convert, write-off or write-down (in the
case of any other Relevant Tier 2 Securities), on a pro-rata basis or in a manner that is
otherwise, in Westpac’s opinion, fair and reasonable, the Outstanding Principal Amount of
each Subordinated Debt Security and outstanding principal amount of all other Relevant
Tier 2 Securities (subject to such adjustments as Westpac may determine to take into account
the effect on marketable parcels and the need to round to whole numbers of Ordinary Shares,
the authorized denominations of any Relevant Tier 2 Securities remaining on issue, and the
need to effect the conversion, write-off or write-down immediately) and for the purposes of
this Section 2.1(b)(ii) where the Specified Currency of the outstanding principal amount of
Relevant Tier 2 Securities is not Australian Dollars, Westpac may for purposes of determining
the outstanding principal amount to be converted, written-off or written-down, convert the
outstanding principal amount to Australian Dollars at such rate of exchange determined in
accordance with the terms of such Relevant Tier 2 Securities or, if the conversion provisions
in such terms do not specify a rate of exchange, at such rate of exchange as Westpac in good
faith considers reasonable,
but such determination will not impede the immediate Conversion or Write-off of the relevant
Subordinated Debt Securities or percentage of the Outstanding Principal Amount of each
Subordinated Debt Security (as the case may be).
If a Non-Viability Trigger Event occurs:
the Subordinated Debt Securities or the percentage of the Outstanding Principal Amount of
each Subordinated Debt Security determined as described in Sections 2.1(a) and (b) above
shall be Converted or Written-off immediately upon the occurrence of the Non-Viability
Trigger Event as described in Sections 2.2 and 3 below. The Conversion or Write-off will be
irrevocable;
Westpac is required to give notice to the trustee and holders of affected Subordinated Debt
Securities as described above under the caption “— Notice” and the ASX as soon as
practicable that a Non-Viability Trigger Event has occurred and that Conversion or Write-off
has occurred on the Non-Viability Trigger Event Date;
the notice must specify (A) the date on which Conversion or Write-off occurred, which we
refer to as the Non-Viability Trigger Event Date, and the Subordinated Debt Securities which
were, or percentage of the Outstanding Principal Amount of each Subordinated Debt Security
which was, Converted or, if the provisions described in Section 2.3 below are applicable,
Written-off, and (B) details of the Relevant Securities converted, written-off or written-down
as described in Section 2.1(b); and
in the case of Conversion, the notice must specify the details of the Conversion process,
including any details which were taken into account in relation to the effect on marketable

23

2.2
(a)
(b)
(c)
2.3
TABLE OF CONTENTS

parcels and whole numbers of Ordinary Shares, and the impact on any Subordinated Debt
Securities outstanding.
Westpac’s failure to undertake any steps described in Sections 2.1(c)(ii) to (iv) above will not
prevent, invalidate, delay or otherwise impede Conversion or Write-off.
Where the specified currency of the outstanding principal amount of Relevant Securities and/or the
Outstanding Principal Amount of the Subordinated Debt Securities is not the same, Westpac may
treat them as if converted into a single currency of Westpac’s choice at such rate of exchange as
Westpac in good faith considers reasonable.
APRA will not approve partial conversion or partial write-off in those exceptional circumstances
where a public sector injection of capital is deemed necessary.
(Section 5.1 of the subordinated indenture.)
Automatic Conversion or Write-off upon the occurrence of a Non-Viability Trigger Event
The subordinated indenture provides that if a Non-Viability Trigger Event has occurred and all or some
Subordinated Debt Securities are (or a percentage of the Outstanding Principal Amount of each
Subordinated Debt Security is) required to be Converted or Written-off in accordance with the provisions
described in Section 2.1 above, then:
Conversion or Write-off of such Subordinated Debt Securities or percentage of the Outstanding
Principal Amount of each Subordinated Debt Security will occur in accordance with the provisions
described in Section 2.1 above and, if applicable, Section 2.3 below immediately upon the Non-
Viability Trigger Event Date;
in the case of Conversion and subject to the provisions described in Section 3.10 below, each
holder of a Subordinated Debt Security that has been Converted in whole or in part in accordance
with the provisions described in Section 2.1 will be entitled to (i) the Conversion Number (as
defined below) of Ordinary Shares in respect of such Subordinated Debt Securities or
the percentage of the Outstanding Principal Amount of each Subordinated Debt Security held by
such holder so Converted determined in accordance with the provisions described in Section 3.1
below, and (ii) unless the Subordinated Debt Securities shall have been Converted or Written-off
in full, to Subordinated Debt Securities with an Outstanding Principal Amount equal to the
aggregate of the remaining percentage of the Outstanding Principal Amount of each Subordinated
Debt Security held by such holder, and Westpac will recognize the holder as having been issued
the Conversion Number of Ordinary Shares in respect of such portion of Converted Subordinated
Debt Securities for all purposes, in each case without the need for any further act or step by
Westpac, the holder or any other person (and Westpac will, as soon as possible thereafter and
without delay on its part, take any appropriate procedural steps to effect such Conversion,
including updating the Ordinary Share register); and
a holder of Subordinated Debt Securities has no further right or claim in respect of such
Subordinated Debt Securities or percentage of the Outstanding Principal Amount of each
Subordinated Debt Security so Converted or Written-off (including to payments of interest or
accrued but unpaid interest, any additional amounts and the repayment of Outstanding Principal
Amount), except such holder’s entitlement, if any, to Subordinated Debt Securities which have not
been required to be Converted or Written-off or Subordinated Debt Securities representing the
Outstanding Principal Amount of such Subordinated Debt Securities which have not been required
to be Converted or Written-off and, in the case of Conversion, subject to the provisions described
in Section 3.10, to the Conversion Number of Ordinary Shares issuable in accordance with the
provisions described in Section 3.
(Section 5.2 of the subordinated indenture.)
No further rights
The subordinated indenture provides that if:

24

(a)
(b)
(c)
(d)
2.4
(a)
(b)
(i)
(ii)
(iii)
(i)
(ii)
(iii)
TABLE OF CONTENTS

for any reason, Conversion of a Subordinated Debt Security (or a percentage of the Outstanding
Principal Amount of each Subordinated Debt Security) required to be Converted under the
provisions described in Section 2.1 above does not occur within five ASX Business Days after the
Non-Viability Trigger Event Date; or
the applicable prospectus supplement or term sheet for the Subordinated Debt Securities of any
series specifies that the primary method of loss absorption will be Write-off without Conversion in
accordance with the provisions described in this Section 2.3,
then:
the relevant rights and claims of holders of Subordinated Debt Securities in relation to such
Subordinated Debt Securities or the percentage of the Outstanding Principal Amount of such
Subordinated Debt Securities to be Converted or Written-off (including to payments of interest or
accrued but unpaid interest, any additional amounts and the repayment of Outstanding Principal
Amount and, in the case of Conversion, to be issued with the Conversion Number of Ordinary
Shares in respect of such Subordinated Debt Securities or percentage of the Outstanding Principal
Amount of each Subordinated Debt Security), are immediately and irrevocably written-off and
terminated with effect on and from the Non-Viability Trigger Event Date (“Write-off”); and
the Outstanding Principal Amount of such Subordinated Debt Securities shall be reduced on the
Non-Viability Trigger Event Date by the Outstanding Principal Amount of the Subordinated Debt
Securities to be Converted or Written-off, as determined in accordance with the provisions
described in Sections 2.1(a) and (b) and any accrued but unpaid interest and any additional
amounts shall be correspondingly reduced.
(Section 5.3 of the subordinated indenture.)
Consent to receive Ordinary Shares and other acknowledgements
The subordinated indenture provides that subject to any Write-off required in accordance with the
provisions described in Section 2.3 above, each holder of Subordinated Debt Securities by its purchase or
holding thereof will be deemed to have irrevocably agreed that:
upon Conversion in accordance with the provisions described in this Section 2 and Section 3
below, it consents to becoming a holder of Ordinary Shares and agrees to be bound by the
constitution of Westpac;
unless the provisions described in Section 3.10(b) below apply, it (or the holder’s Nominee on its
behalf) is obliged to accept Ordinary Shares upon Conversion notwithstanding anything that might
otherwise affect a Conversion of the Subordinated Debt Securities, including:
any change in the financial position of Westpac since the issue of the Subordinated Debt
Securities;
any disruption to the market or potential market for Ordinary Shares or capital markets
generally; or
any breach by Westpac of any obligation in connection with the Subordinated Debt Securities;
(c)
Conversion is not subject to any conditions other than those expressly described in this
Section 2 and Section 3 below;
Conversion must occur immediately on the Non-Viability Trigger Event Date and Conversion
may result in disruption or failures in trading or dealings in the Subordinated Debt Securities;
it will not have any rights to vote in respect of any Conversion (whether as a holder of a
Subordinated Debt Security or as a prospective holder of an Ordinary Share); and

25

(iv)
(d)
(e)
2.5
2.6
2.7
2.8
(a)
(b)
(c)
2.9
(a)
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notwithstanding the provisions described in Section 3.9 below, Ordinary Shares issued on
Conversion may not be quoted at the time of Conversion or at all;
where the provisions described in Section 2.3 above apply, no other conditions or events will
affect the operation of such provisions and it will not have any rights to vote in respect of any
Write-off under such provisions; and
it has no remedies on account of the failure of Westpac to issue Ordinary Shares in accordance
with the provisions described in Section 3 below other than, subject to the provisions described in
Section 2.3 above, to seek specific performance of Westpac’s obligation to issue Ordinary Shares.
(Section 5.4 of the subordinated indenture.)
Issue of ordinary shares of successor company
The subordinated indenture provides that if Westpac shall cease to be the ultimate parent company of
the Group and the successor company is an Approved Successor, the provisions described herein under “—
Additional Provisions” may be amended in accordance with the provisions described in Section 3.14 below.
(Section 5.5 of the subordinated indenture.)
No conversion at the option of the holders
Holders of Subordinated Debt Securities do not have a right to request Conversion of their
Subordinated Debt Securities at any time.
(Section 5.6 of the subordinated indenture.)
Priority of early Conversion obligations
A Conversion or Write-off required because of a Non-Viability Trigger Event shall take place on the
date, and in the manner, described herein or in the applicable prospectus supplement or term sheet,
notwithstanding any redemption described herein or in the applicable prospectus supplement or term sheet
and any notice of redemption outstanding at the time a Non-Viability Trigger Event occurs will be
automatically revoked and of no effect.
(Section 5.7 of the subordinated indenture.)
No rights before Conversion
Before Conversion, a Subordinated Debt Security confers no rights on a holder of Subordinated Debt
Securities:
to vote at, or receive notices of, any meeting of shareholders (referred to as “members” under
Westpac’s constitution) of Westpac;
to subscribe for new securities or to participate in any bonus issues of securities of Westpac; or
to otherwise participate in the profits or property of Westpac,
except as otherwise disclosed herein or in an applicable prospectus supplement or term sheet.
(Section 5.8 of the subordinated indenture.)
Trustee’s rights upon Conversion or Write-off
By its acquisition of the Subordinated Debt Securities, each holder of the Subordinated Debt
Securities, to the extent permitted by law, waives any and all claims against the trustee for, agrees
not to initiate a suit against the trustee in respect of, and agrees that the trustee shall not be liable
for, any action that the trustee takes, abstains from taking, or fails to take, in any case in
accordance

26

(b)
(c)
(d)
(e)
3.
3.1
(a)
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with the Conversion or Write-off of the Subordinated Debt Securities other than for the trustee’s
gross negligence or willful misconduct.
Holders of the Subordinated Debt Securities that acquire such Subordinated Debt Securities in the
secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same
provisions specified herein to the same extent as the holders of the Subordinated Debt Securities
that acquire the Subordinated Debt Securities upon their initial issuance, including, without
limitation, with respect to the acknowledgement and agreement to be bound by and consent to the
terms of the Subordinated Debt Securities, including in relation to the Conversion and Write-off of
the Subordinated Debt Securities.
Westpac’s obligation to indemnify and reimburse the trustee under the subordinated indenture shall
survive Conversion and Write-off of the Subordinated Debt Securities.
Unless otherwise required by APRA, the rights, immunities, indemnities and protections of the
trustee relating to the Conversion and Write-off of the Subordinated Debt Securities will not be
amended, changed or modified without the trustee’s written consent and that any such amendment,
change or modification will be made in an amendment or supplement to the subordinated
indenture.
By its acquisition of the Subordinated Debt Securities, each holder of the Subordinated Debt
Securities acknowledges and agrees that, upon Conversion or Write-off of the Subordinated Debt
Securities, (i) the trustee shall not be required to take any further directions from such holder of
the Subordinated Debt Securities either under the terms of the Subordinated Debt Securities or the
subordinated indenture unless secured or indemnified to its satisfaction by such holder of the
Subordinated Debt Securities, (ii) it may not direct the trustee to take any action whatsoever,
including without limitation, any challenge to the Conversion or Write-off of the Subordinated
Debt Securities or request to call a meeting or take any other action under the subordinated
indenture in connection with the Conversion or Write-off of the Subordinated Debt Securities
unless secured or indemnified to its satisfaction by such holder of the Subordinated Debt
Securities and (iii) neither the subordinated indenture nor the Subordinated Debt Securities shall
impose any duties upon the trustee whatsoever with respect to the Conversion or Write-off of the
Subordinated Debt Securities. Notwithstanding the foregoing, if, following the Conversion or
Write-off of the Subordinated Debt Securities, any Subordinated Debt Securities remain
outstanding, then the trustee’s duties under the subordinated indenture shall remain applicable with
respect to the remaining outstanding Subordinated Debt Securities which have not been so
Converted or Written-off.
(Section 5.9 of the subordinated indenture.)
Procedures for Conversion
Conversion
On the Non-Viability Trigger Event Date, subject to the provisions described in Section 2.3 above and
Section 3.10 below, the following provisions will apply.
Westpac will allot and issue to each holder of a Subordinated Debt Security the Conversion
Number of Ordinary Shares for each Subordinated Debt Security. The Conversion Number is,
subject always to the Conversion Number being no greater than the Maximum Conversion
Number, calculated according to the following formula:
Conversion Number for
each Subordinated
Debt Security
=
Outstanding Principal Amount of the Subordinated Debt Security
(translated into Australian Dollars in accordance with paragraph (b)
of the definition of Outstanding Principal Amount where the
calculation date shall be the Non-Viability Trigger Event Date)
P × VWAP

27

(b)
(c)
3.2
(a)
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where:
Outstanding Principal Amount has the meaning given to it in Section 4 below, as adjusted in accordance
with Section 3.13 below.
P means the number specified in the applicable prospectus supplement or term sheet.
VWAP means the VWAP during the VWAP Period.
Maximum Conversion Number means a number calculated according to the following formula:
Maximum Conversion
Number
for each Subordinated
Debt Security
=
Outstanding Principal Amount of the Subordinated Debt Security
(translated into Australian Dollars in accordance with
paragraph (b) of the definition of Outstanding Principal Amount
where the calculation date shall be the ASX Business Day prior
to the issue date of the Subordinated Debt Securities of a series)
0.20 × Issue Date VWAP
where:
Outstanding Principal Amount has the meaning given to it in Section 4 below, as adjusted in accordance
with Section 3.13 below.
If any Subordinated Debt Securities 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 those Subordinated Debt Securities. The Australian Dollar may depreciate in value
against the U.S. dollar by the time of Conversion. In that case, the Maximum Conversion Number is more
likely to apply.
Subject to the provisions described in Section 3.10 below, the rights of each holder of
Subordinated Debt Securities in relation to each Subordinated Debt Security (including to payment
of interest and accrued but unpaid interest, if any, with respect to such Outstanding Principal
Amount) that is being Converted as determined in accordance with Sections 2.1(a) and (b) will be
immediately and irrevocably written-off and terminated for an amount equal to the Outstanding
Principal Amount of such Subordinated Debt Security to be Converted as determined in
accordance with Section 2.1 above and Westpac will apply such Outstanding Principal Amount of
each such Subordinated Debt Security to be so Converted to subscribe for the Ordinary Shares to
be allotted and issued under Section 3.1(a). Each holder of a Subordinated Debt Security will be
deemed to have irrevocably directed that any amount payable under the provisions described in
this Section 3.1 is to be applied as described in this Section 3.1 without delay (notwithstanding
any other terms and conditions described in this prospectus providing for payments to be delayed)
and holders do not have any right to payment in any other way.
Any calculation under Section 3.1(a) shall, unless the context requires otherwise, be rounded to
four decimal places provided that if the total number of Ordinary Shares to be allotted and issued
to a holder of Subordinated Debt Securities in respect of such holder’s aggregate holding of
Subordinated Debt Securities includes a fraction of an Ordinary Share, that fraction of an Ordinary
Share will not be issued or delivered on Conversion.
(Section 6.1 of the subordinated indenture.)
Adjustments to VWAP generally
For the purposes of calculating VWAP under the provisions described in Section 3.1 above:
where, on some or all of the ASX Business Days in the relevant VWAP Period, Ordinary Shares
have been quoted on ASX as cum dividend or cum any other distribution or entitlement and
Subordinated Debt Securities will be Converted into Ordinary Shares after that date and those
Ordinary Shares will no longer carry that dividend or that other distribution or entitlement, then
the VWAP on the ASX Business Days on which those Ordinary Shares have been quoted cum

28

(i)
(ii)
(iii)
(b)
3.3
(a)
(b)
3.4
(a)
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dividend or cum any other distribution or entitlement will be reduced by an amount, which we
refer to as Cum Value, equal to:
in the case of a dividend or other distribution, the amount of that dividend or other
distribution including, if the dividend or distribution is franked, the amount that would be
included in the assessable income of a recipient of the dividend or distribution who is a
natural person resident in Australia under the Tax Legislation;
in the case of any entitlement that is not a dividend or other distribution for which adjustment
is made under the provisions described in Section 3.2(a)(i) which is traded on the ASX on any
of those ASX Business Days, the volume weighted average price of all such entitlements sold
on ASX during the VWAP Period on the ASX Business Days on which those entitlements
were traded (excluding trades of the kind that would be excluded in determining VWAP under
the definition of that term); or
in the case of other entitlements for which adjustment is not made under the provisions
described in Sections 3.2(a)(i) or (ii), the value of the entitlement as reasonably determined
by Westpac; and
where, on some or all of the ASX Business Days in the VWAP Period, Ordinary Shares have been
quoted as ex dividend or ex any other distribution or entitlement, and Subordinated Debt Securities
will be Converted into Ordinary Shares which would be entitled to receive the relevant dividend,
distribution or entitlement, the VWAP on the ASX Business Days on which those Ordinary Shares
have been quoted ex dividend or ex any other distribution or entitlement will be increased by the
Cum Value.
(Section 6.2 of the subordinated indenture.)
Adjustments to VWAP for capital reconstruction
Where during the relevant VWAP Period there is a change to the number of Ordinary Shares on
issue because the Ordinary Shares are reconstructed, consolidated, divided or reclassified (in a
manner not involving any cash payment or the giving of another form of consideration to or by
holders of Ordinary Shares), which we refer to as a Reclassification, into a lesser or greater
number, the daily VWAP for each day in the VWAP Period which falls before the date on which
trading in Ordinary Shares is conducted on a post Reclassification basis will be adjusted by
multiplying such daily VWAP by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the Reclassification; and
B means the aggregate number of Ordinary Shares immediately after the Reclassification.
Any adjustment made by Westpac in accordance with the provisions described in Section 3.3(a)
will be effective and binding on holders of Subordinated Debt Securities.
(Section 6.3 of the subordinated indenture.)
Adjustments to Issue Date VWAP generally
For the purposes of determining the Issue Date VWAP as described in Section 3.1 above, adjustments
will be made as described in Sections 3.2 and 3.3 above during the period in which the Issue Date VWAP is
determined. On and from the issue date of the Subordinated Debt Securities of a series, adjustments to the
Issue Date VWAP:
may be made by Westpac in accordance with the provisions described in Sections 3.5, 3.6, and 3.7
below; and

29

(b)
3.5
(a)
(b)
(c)
(d)
(e)
(f)
3.6
(a)
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if so made, will be effective and binding on holders.
(Section 6.4 of the subordinated indenture.)
Adjustments to Issue Date VWAP for bonus issues
The subordinated indenture provides that:
Subject to the provisions described in Sections 3.5(b) and 3.5(c), if at any time after the issue date
of the Subordinated Debt Securities of a series Westpac makes a pro-rata bonus issue of Ordinary
Shares to holders of Ordinary Shares generally (in a manner not involving any cash payment or the
giving of another form of consideration to or by holders of Ordinary Shares), the Issue Date
VWAP will be adjusted immediately in accordance with the following formula:
V = Vo × RD / (RD +RN)
where:
V means the Issue Date VWAP applying immediately after the application of this formula;
Vo means the Issue Date VWAP applying immediately prior to the application of this formula;
RD means the number of Ordinary Shares on issue immediately prior to the allotment of new
Ordinary Shares pursuant to the bonus issue; and
RN means the number of Ordinary Shares issued pursuant to the bonus issue.
The adjustment described in Section 3.5(a) does not apply to Ordinary Shares issued as part of a
bonus share plan, employee or executive share plan, executive option plan, share top up plan,
share purchase plan or a dividend reinvestment plan.
For the purpose of this Section 3.5, an issue will be regarded as a bonus issue notwithstanding that
Westpac does not make offers to some or all holders of Ordinary Shares with registered addresses
outside Australia, provided that in so doing Westpac is not in contravention of the ASX Listing
Rules.
No adjustments to the Issue Date VWAP will be made under this Section 3.5 for any offer of
Ordinary Shares not covered by Section 3.5(a) above, including a rights issue or other essentially
pro rata issues.
The fact that no adjustment is made for an issue of Ordinary Shares except as covered by
Section 3.5(a) above shall not in any way restrict Westpac from issuing Ordinary Shares at any
time on such terms as it sees fit nor require any consent or concurrence of holders of the
Subordinated Debt Securities.
Any adjustment made by Westpac in accordance with Section 3.5(a) above will be effective and
binding on holders of the Subordinated Debt Securities.
(Section 6.5 of the subordinated indenture.)
Adjustments to Issue Date VWAP for capital reconstruction
The subordinated indenture provides that if at any time after the issue date of the Subordinated
Debt Securities of a series there is a change to the number of Ordinary Shares on issue because of
a Reclassification (in a manner not involving any cash payment or the giving of another form of
consideration to or by holders of Ordinary Shares) into a lesser or greater number, the Issue Date
VWAP will be adjusted by multiplying the Issue Date VWAP applicable on the ASX Business Day
immediately before the date of any such Reclassification by the following formula:
A
B

30

(b)
(c)
3.7
3.8
3.9
(a)
(b)
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where:
A means the aggregate number of Ordinary Shares on issue immediately before the
Reclassification; and
B means the aggregate number of Ordinary Shares on issue immediately after the Reclassification.
Any adjustment made by Westpac in accordance with Section 3.6(a) above will be effective and
binding on holders of the Subordinated Debt Securities.
Each holder of the Subordinated Debt Securities acknowledges that Westpac may consolidate,
divide or reclassify Ordinary Shares so that there is a lesser or greater number of Ordinary Shares
at any time in its absolute discretion without any such action requiring any consent or concurrence
of any holders of the Subordinated Debt Securities.
(Section 6.6 of the subordinated indenture.)
No adjustment to Issue Date VWAP in certain circumstances
Notwithstanding the provisions described in Section 3.5 above, no adjustment will be made to the Issue
Date VWAP where any such adjustment (expressed in Australian Dollars and cents and rounded to the
nearest whole cent with A$0.005 being rounded upwards) would be less than one per cent of the Issue Date
VWAP then in effect.
(Section 6.7 of the subordinated indenture.)
Announcement of adjustments to Issue Date VWAP
Westpac will notify any adjustment to the Issue Date VWAP made as described above to ASX and to
the trustee and holders of Subordinated Debt Securities as described above under the caption “— Notice”
within 10 ASX Business Days of Westpac determining the adjustment and the adjustment will be final and
binding.
(Section 6.8 of the subordinated indenture.)
Status and listing of Ordinary Shares
Ordinary Shares issued or arising from Conversion will rank equally with, and will have the same
rights as, all other fully paid Ordinary Shares provided that the rights attaching to the Ordinary
Shares issued or arising from Conversion do not take effect until 5.00 pm (Sydney time) on the
Non-Viability Trigger Event Date (or such other time required by APRA). The holders of the
Subordinated Debt Securities agree not to trade Ordinary Shares issued upon Conversion (except
as permitted by the Australian Corporations Act, other applicable laws, the ASX Listing Rules or
any listing rules of any competent listing authority, stock or securities exchange and/or quotation
system on which the Securities are admitted to listing, trading and/or quotation) until Westpac has
taken such steps as are required by the Australian Corporations Act, other applicable laws, the
ASX Listing Rules or any listing rules of any competent listing authority, stock or securities
exchange and/or quotation system on which the Securities are admitted to listing, trading and/or
quotation, as applicable, for the Ordinary Shares to be freely tradable without further disclosure or
other action and agree to allow Westpac to impose a holding lock or to refuse to register a transfer
in respect of Ordinary Shares until such time.
Westpac will use all reasonable endeavors to list the Ordinary Shares issued on Conversion of the
Subordinated Debt Securities on ASX and to take all such actions necessary for the Ordinary
Shares so issued to become freely tradable without further disclosure or other action as referred to
in Section 3.9(a) above.
(Section 6.9 of the subordinated indenture.)

31

3.10
(a)
(i)
(ii)
(iii)
(b)
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(A)
(B)
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Conversion; receipt of Ordinary Shares; where the holder of Subordinated Debt Securities does not wish to
receive Ordinary Shares; Holders’ Nominee
Where some or all of the Subordinated Debt Securities of a series (or a percentage of the
Outstanding Principal Amount of a Subordinated Debt Security) are required to be Converted
pursuant to the terms described in Section 2.1, a holder of Subordinated Debt Securities or portion
thereof that are subject to Conversion wishing to receive Ordinary Shares must, no later than the
Non-Viability Trigger Event Date (or, in the case where Section 3.10(b)(vii) below applies, within
30 days of the date on which Ordinary Shares are issued upon such Conversion), have provided to
Westpac or (if then appointed) the Holders’ Nominee (as defined below) a notice setting out:
its name and address (or the name and address of any person in whose name it directs the
Ordinary Shares to be issued) for entry into any register of title and receipt of any certificate
or holding statement in respect of any Ordinary Shares to be issued on Conversion;
the security account details of such holder of Subordinated Debt Securities in the Clearing
House Electronic Subregister System of Australia, operated by the ASX or its affiliates or
successors (“CHESS”), or such other account to which the Ordinary Shares may be credited;
and
such other information as is reasonably requested by Westpac for the purposes of enabling it
to issue any Ordinary Shares to be issued on Conversion to the holder of Subordinated Debt
Securities.
Westpac shall have no duty to seek or obtain from any such holder of Subordinated Debt Securities
any of the information required to be submitted as described in this Section 3.10(a).
If a Subordinated Debt Security or a portion thereof is required to be Converted and:
the holder of the Subordinated Debt Security has notified Westpac that it does not wish to
receive Ordinary Shares as a result of the Conversion (whether entirely or to the extent
specified in the notice), which notice may be given at any time on or after the issue date and
no less than 15 Business Days prior to the Non-Viability Trigger Event Date;
the Subordinated Debt Security is held by a Foreign Holder or an Ineligible Holder;
the holder of that Subordinated Debt Security is a Clearing System Holder;
for any reason (whether or not due to the fault of the holder of the Subordinated Debt
Security) Westpac has not received the information required by Section 3.10(a) above prior to
the Non-Viability Trigger Event Date and the lack of such information would prevent Westpac
from issuing the Ordinary Shares to the holder of the Subordinated Debt Security on the Non-
Viability Trigger Event Date; or
a FATCA Withholding is required to be made in respect of the Ordinary Shares issued upon
Conversion,
then, on the Non-Viability Trigger Event Date:
where Sections 3.10(b)(i) or 3.10(b)(ii) above apply, Westpac shall issue the Ordinary Shares
to the holder of the Subordinated Debt Security only to the extent (if at all) that:
where Section 3.10(b)(i) above applies, the holder of the Subordinated Debt Security has
subsequently notified Westpac that it wishes to receive them (provided that Westpac shall
have no obligation to comply with any notification received after the Non-Viability
Trigger Event Date); and
where Section 3.10(b)(ii) above applies, Westpac is satisfied that the laws of both the
Commonwealth of Australia and the Foreign Holder’s country of residence permit the
unconditional issue of Ordinary Shares to the Foreign Holder or the laws of the country
in respect of which the holder would otherwise be an Ineligible Holder will be complied

32

(vii)
(A)
(B)
(viii)
(ix)
(c)
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with in respect of the issue of Ordinary Shares to the Ineligible Holder (but as to which,
in either case, Westpac is not bound to enquire and any decision is in its sole discretion),
and to the extent Westpac is not required to issue Ordinary Shares directly to the holder of the
Subordinated Debt Security, Westpac will issue the balance of the Ordinary Shares to the Holders’
Nominee in accordance with Section 3.10(b)(vii) below;
otherwise, subject to applicable law, Westpac will issue the balance of Ordinary Shares in
respect of the holder of the Subordinated Debt Security to a competent nominee (which may
not be Westpac or any of its Related Entities) (the “Holders’ Nominee”) and will promptly
notify such holder of the Subordinated Debt Security of the name of and contact information
for the Holders’ Nominee and the number of Ordinary Shares issued to the Holders’ Nominee
on its behalf and, subject to applicable law and:
subject to Section 3.10(b)(vii)(B) below, the Holders’ Nominee will as soon as
reasonably possible and no later than 35 days after issue of the Ordinary Shares sell
those Ordinary Shares and pay a cash amount equal to the net proceeds received, after
deducting any applicable brokerage fees, stamp duty and other taxes (including, without
limitation, FATCA Withholding) and charges, to the holder of the Subordinated Debt
Security, in each case arising in connection with the issuance or sale of such Ordinary
Shares, and each Holders’ Nominee shall use the proceeds from such sale to pay any
such fees, duties, taxes and charges arising in connection with such issuance or sale.
Each Holders’ Nominee shall deal with Ordinary Shares the subject of a FATCA
Withholding and any proceeds of their disposal in accordance with FATCA; and
where Sections 3.10(b)(iii) or 3.10(b)(iv) above apply, the Holders’ Nominee will hold
such Ordinary Shares and will transfer Ordinary Shares to such holder of the
Subordinated Debt Securities (or, where Section 3.10(b)(iii) above applies, the person for
whom the Clearing System Holder holds the Subordinated Debt Securities) promptly
after such person provides the Holders’ Nominee with the information required to be
provided by such holder of the Subordinated Debt Securities (as if a reference to Westpac
is a reference to the Holders’ Nominee and a reference to the issue of Ordinary Shares is
a reference to the transfer of Ordinary Shares) but only where such information is
provided to the Holders’ Nominee within 30 days of the date on which Ordinary Shares
are issued to the Holders’ Nominee upon Conversion of such Subordinated Debt
Securities and, where such holder of the Subordinated Debt Securities fails to provide the
Holders’ Nominee with the information required to be provided by such holder of the
Subordinated Debt Securities, the Holders’ Nominee will sell the Ordinary Shares and
pay the proceeds to such person in accordance with Section 3.10(b)(vii)(A) above;
nothing in this Section 3.10(b) shall affect the Conversion of the Subordinated Debt
Securities of a holder of the Subordinated Debt Securities who is not a person to which any
of Sections 3.10(b)(i) to 3.10(b)(v) above (inclusive) described in this Section 3.10 applies;
and
for the purpose of this Section 3.10(b), neither Westpac nor the Holders’ Nominee will owe
any obligations or duties to the holders of Subordinated Debt Securities in relation to the
price at which Ordinary Shares are sold or will have any liability for any loss suffered by a
holder of the Subordinated Debt Securities as a result of the sale of Ordinary Shares.
Subject to Section 2.3, if, in respect of a Conversion of Subordinated Debt Securities where
Section 3.10(b)(vii) applies, Westpac fails to issue the Conversion Number of Ordinary Shares in
respect of the Subordinated Debt Securities or percentage of the relevant Outstanding Principal
Amount of such Subordinated Debt Securities on the Non-Viability Trigger Event Date to any
Holders’ Nominee, a holder of Subordinated Debt Securities has no further right or claim in
respect of such Subordinated Debt Securities or the relevant portion thereof that is subject to
Conversion except such holder’s entitlement to the Ordinary Shares issued upon Conversion to the
Holders’ Nominee and to receive the Ordinary Shares or the proceeds from their sale pursuant to
Section 3.10(b) above, and such holder has no remedies on account of Westpac’s failure to issue

33

3.11
3.12
3.13
3.14
(a)
(i)
(ii)
(A)
(B)
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Ordinary Shares other than as is provided in Section 2.4(e) above. For the avoidance of doubt, if in
respect of a Conversion of Subordinated Debt Securities where Section 3.10(b)(vii) applies, a
Write-off occurs under Section 2.3, a holder of Subordinated Debt Securities has no further right
or claim in respect of such Subordinated Debt Securities or the relevant portion thereof that is
subject to Conversion (including that such holder has no entitlement to Ordinary Shares nor any
right to seek specific performance of Westpac’s obligation to issue Ordinary Shares as is provided
in Section 2.4(e)).
(Section 6.10 of the subordinated indenture.)
Conversion or Write-off if amounts not paid
Conversion or Write-off may occur even if an amount shall not have been paid to a holder of
Subordinated Debt Securities due to Westpac’s inability to satisfy the solvency condition described in
Section 1.3 above.
(Section 6.11 of the subordinated indenture.)
Conversion or Write-off after Winding-Up commences
If an order is made by a court, or an effective resolution is passed, for a Winding-Up, and a Non-
Viability Trigger Event occurs, then Conversion or Write-off shall occur (subject to the provisions described
in Section 2.3 above) in accordance with the provisions described in Sections 2.1 and 2.2 above.
(Section 6.12 of the subordinated indenture.)
Conversion or Write-off of a percentage of Outstanding Principal Amount
If in accordance with the provisions described in Section 2.1 above, a percentage of the Outstanding
Principal Amount of each Subordinated Debt Security is required to be Converted or Written-off upon the
occurrence of a Non-Viability Trigger Event, then the provisions described in Section 3 will apply to the
Conversion or Write-off as if references to the Outstanding Principal Amount of each Subordinated Debt
Security were references to the relevant percentage of the Outstanding Principal Amount of each
Subordinated Debt Security to be Converted or Written-off.
(Section 6.13 of the subordinated indenture.)
Amendment of terms and conditions relating to Conversion for Approved Successor
The subordinated indenture provides that:
If:
it is proposed that Westpac be replaced as the ultimate parent company of the Group by an
Approved Successor, which we refer to as the Replacement; and
the Approved Successor agrees to expressly assume, by supplemental indenture to the
subordinated indenture, Westpac’s obligations in respect of the Subordinated Debt Securities
for the benefit of holders of Subordinated Debt Securities under which it agrees (among other
things):
to deliver fully paid ordinary shares in the capital of the Approved Successor, which we
refer to as Approved Successor Shares, under all circumstances when Westpac would
have otherwise been obliged to deliver Ordinary Shares on a Conversion, subject to the
same terms and conditions described in this prospectus, as amended in accordance with
the provisions described in this Section 3.14; and
to use all reasonable endeavors and furnish all such documents, information and
undertakings as may be reasonably necessary in order to procure quotation of the
Approved Successor Shares issued under the terms and conditions described in this

34

(b)
(c)
(d)
(i)
(ii)
(iii)
(e)
(f)
(i)
(ii)
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prospectus on the stock exchanges on which the other Approved Successor Shares are
quoted at the time of a Conversion,
Westpac may, with APRA’s prior written approval, but without the authority, assent or approval of
holders of Subordinated Debt Securities, give a notice, which we refer to as an Approved
Replacement Notice, to holders of Subordinated Debt Securities as described above under the
caption “— Notice” (which, if given, must be given as soon as practicable before the Replacement
and in any event no later than 10 ASX Business Days before the Replacement occurs).
An Approved Replacement Notice must specify the amendments to the terms and conditions of the
Subordinated Debt Securities which will be made in accordance with the provisions described in
this Section 3.14, being those amendments which in Westpac’s reasonable opinion are necessary,
expedient or appropriate to effect the substitution of the Approved Successor as the debtor in
respect of Subordinated Debt Securities and the issuer of ordinary shares on Conversion (including
such amendments as are necessary, expedient or appropriate for the purposes of complying with
the provisions of Chapter 2L of the Australian Corporations Act where the Approved Successor is
not an authorized deposit-taking institution under the Australian Banking Act) or which are
necessary, expedient or convenient in relation to taxes where the Approved Successor is
incorporated outside Australia.
An Approved Replacement Notice, once given, will be irrevocable.
If Westpac gives an Approved Replacement Notice to holders of Subordinated Debt Securities in
accordance with the provisions described in Section 3.14(a), then with effect on and from the date
specified in the Approved Replacement Notice:
the Approved Successor will assume all of the obligations of, and succeed to, and be
substituted for, and may exercise every right and power of, Westpac in respect of the
Subordinated Debt Securities with the same effect as if the Approved Successor had been the
original issuer of the Subordinated Debt Securities;
Westpac (or any corporation which has previously assumed the obligations of Westpac) will
be released from its liability in respect of the Subordinated Debt Securities; and
references to Westpac herein will be deemed to be references to the Approved Successor and
references to Ordinary Shares herein will be taken to be references to Approved Successor
Shares.
If Westpac gives an Approved Replacement Notice in accordance with the provisions described in
Section 3.14(a), then each holder of Subordinated Debt Securities by its purchase and holding of a
Subordinated Debt Security will be deemed to have irrevocably consented to becoming a member
of the Approved Successor in respect of Approved Successor Shares issued on Conversion and to
have agreed to be bound by the constitution or other organizational documents of the Approved
Successor.
Westpac will not be permitted to issue an Approved Replacement Notice unless:
APRA is satisfied that the capital position of Westpac on a “Level 1 basis” and “Level 2
basis” in accordance with the Prudential Standards will not be adversely affected by the
Replacement; or
the Approved Successor or another entity which is not a Related Entity of Westpac (other than
an entity which is a direct or indirect parent entity of Westpac) and is approved by APRA
subscribes for Ordinary Shares or other capital instruments acceptable to APRA in such
amount as may be necessary, or take other steps acceptable to APRA to ensure that the capital
position of Westpac on a “Level 1 basis” and “Level 2 basis” in accordance with the
Prudential Standards will not be adversely affected by the Replacement, including, if required
by APRA or the Prudential Standards, undertaking any capital injection in relation to Westpac
to replace the Subordinated Debt Securities.

35

(A)
(B)
(C)
3.15
3.16
3.17
4.
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Any capital injection carried out pursuant to the provisions described in Section 3.14(f)(ii) must:
be unconditional;
occur simultaneously with the substitution of the Approved Successor; and
be of equal or better quality capital and at least the same amount as the Subordinated
Debt Securities, unless otherwise approved by APRA in writing.
The foregoing provisions described in this Section 3.14 will not prevent Westpac from proposing, or
limit, any scheme of arrangement or other similar proposal that may be put to holders of Subordinated Debt
Securities or Westpac’s members.
(Section 6.14 of the subordinated indenture.)
Power of attorney
The subordinated indenture provides that by holding a Subordinated Debt Security, each such holder is
deemed to irrevocably appoint each of Westpac, its directors or authorized signatories and any of Westpac’s
Liquidators or administrators (each an Attorney) severally to be the attorney of such holder with power in
the name and on behalf of such holder to sign all documents and transfers and do any other thing as may in
the Attorney’s opinion be necessary or desirable to be done in order to give effect to, or for such holder to
observe or perform such holder’s obligations under the provisions described in Sections 2 and 3. Such
power of attorney is given for valuable consideration and to secure the performance by such holder of such
holder’s obligations under the provisions described in Sections 2 and 3 and is irrevocable.
(Section 6.15 of the subordinated indenture.)
Cancellation
The subordinated indenture provides that all Subordinated Debt Securities so Converted will forthwith
be canceled and may not be re-issued or resold.
(Section 6.16 of the subordinated indenture.)
Calculations
For the avoidance of doubt, any and all calculations relating to the Conversion or Write-off of the
Subordinated Debt Securities and any adjustments thereto shall be performed by, or on behalf of, Westpac
and the holders shall direct any questions or concerns regarding such calculations to Westpac or such other
persons performing such calculations or adjustments. In no event shall the trustee be required to perform
such calculations unless otherwise agreed.
(Section 6.17 of the subordinated indenture.)
Definitions
In this section “— Additional Provisions”, the following expressions have the following meanings:
“Additional Tier 1 Capital” has the meaning set out in the Prudential Standards;
“Administrative Action” means any judicial decision, official pronouncement or action, published or
private ruling, interpretative decision, regulatory procedure or policy, application of a regulatory procedure
or policy and any notice or announcement (including any notice or announcement of intent to adopt or make
any of those things);
“Adverse Tax Event” has the meaning set out in “— Redemption of Subordinated Securities —
Redemption for Taxation Reasons”;
“Approved Replacement Notice” has the meaning set out in Section 3.14(a);

36

(a)
(b)
(c)
(d)
(e)
(f)
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“Approved Successor” means a company that replaces, or is proposed to replace, Westpac as the
ultimate parent company of the Group and that satisfies the following requirements:
the proposed successor company complies with all applicable legal requirements and obtains any
necessary regulatory approvals (including, to the extent required, APRA’s prior written approval);
the proposed successor company agrees to take any necessary action to give effect to an
amendment to the terms of the subordinated indenture as described in Section 3.14;
the ordinary shares of the proposed successor company are to be listed on the ASX or any
internationally recognized stock exchange;
the proposed successor 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
Debt Securities;
the proposed successor company has, in the reasonable opinion of an independent expert, the
financial capacity to perform Westpac’s obligations under the subordinated indenture in respect of
the Subordinated Debt Securities; and
the proposed replacement of Westpac 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 of the Subordinated Debt Securities;
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 Westpac and appointed
by Westpac to provide the opinions referred to in paragraphs (e) or (f) of this definition;
“Approved Successor Share” has the meaning set out in Section 3.14(a)(ii)(A);
“APRA” means the Australian Prudential Regulation Authority or any authority succeeding to its
powers or responsibilities;
“Assets” means, in respect of Westpac, 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 Westpac, but adjusted for
events subsequent to the date of such accounts in such manner and to such extent as two authorized
signatories of Westpac or, if Westpac 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 Westpac which ASX may grant;
“Australian Banking Act” means the Banking Act 1959 of Australia;
“Australian Corporations Act” means the Corporations Act 2001 of Australia;
“Australian Dollars” and “A$” mean the lawful currency of Australia;
“Australian Tax Act” means the Income Tax Assessment Act 1936 of Australia and the Income Tax
Assessment Act 1997 of Australia, or any successor acts;
“Business Day” shall have the meaning set out in the applicable prospectus supplement or term sheet;
“CHESS” has the meaning set out in Section 3.10(a)(ii);
“Cboe” means Cboe Australia Pty Ltd (ACN 129 584 667) or the financial market operated by Cboe
Australia Pty Ltd, as the context requires;

37

(a)
(i)
(ii)
(iii)
(b)
(a)
(b)
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“Clearing System Holder” means that the Holder is the operator of a clearing system or a depository, or
a nominee for a depository, for a clearing system;
“Code” has the meaning set out in “— Description of the Subordinated Debt Securities — Payment of
Additional Amounts”;
“Common Equity Tier 1 Capital” has the meaning set out in the Prudential Standards;
“Conversion” means, upon the occurrence of a Non-Viability Trigger Event, the conversion of all or
some Subordinated Debt Securities (or a percentage of the Outstanding Principal Amount of each
Subordinated Debt Security) into Ordinary Shares of Westpac in accordance with the terms of the
subordinated indenture. “Convert” and “Converted” shall have corresponding meanings;
“Conversion Number” has the meaning set out in Section 3.1(a);
“Cum Value” has the meaning set out in Section 3.2;
“Denomination” has the meaning set out in the prospectus supplement;
“Equal Ranking Instruments” means instruments which satisfy the requirements set out in one of the
following paragraphs (a), (b) or (c):
any instruments, present and future, issued by Westpac which:
by their terms are, or are expressed to be, subordinated in a Winding-Up to the claims of
Senior Creditors;
qualify as Tier 2 Capital of Westpac; and
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
Westpac; or
any other instruments, present and future, issued by Westpac where, the right to repayment ranks,
or is expressed to rank, in a Winding-Up, equally with the claims of holders of Subordinated Debt
Securities (irrespective of whether or not such instruments qualify as Tier 2 Capital of Westpac);
“FATCA” has the meaning set out in “— Description of the Subordinated Debt Securities — Payment of
Additional Amounts”;
“FATCA Withholding” means any deduction or withholding arising under or in connection with, or in
order to ensure compliance with, FATCA;
“FCS” has the meaning set out on the cover of this prospectus;
“Foreign Holder” means a holder of Subordinated Debt Securities (a) whose place of residence is
outside Australia or (b) who Westpac otherwise believes may not be a resident of Australia and, in either
case, Westpac 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 (but Westpac will not be bound to enquire and any decision is in its sole discretion);
“Holders’ Nominee” has the meaning set out in Section 3.10(b)(vii);
“Ineligible Holder” means a holder of Subordinated Debt Securities that 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, 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
any other jurisdiction in which Westpac carries on business,

38

(a)
(b)
(a)
(b)
(a)
(b)
(c)
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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 Debt Securities, it shall only be
treated as an Ineligible Holder in respect of those Subordinated Debt Securities and not in respect of the
balance of its Subordinated Debt Securities);
“Interest Rate” means the rate or rates (expressed as a percentage per annum) of interest payable in
respect of the Outstanding Principal Amount of the Subordinated Debt Securities specified in a prospectus
supplement or a term sheet or calculated or determined in accordance with the provisions specified in a
prospectus supplement or a term sheet;
“Issue Date VWAP” means, in respect of Subordinated Debt Securities 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 Debt Securities of that series were issued, as adjusted
in accordance with Section 3;
“Junior Ranking Capital Instruments” means instruments, present and future, issued by Westpac which:
by their terms are, or are expressed to be, subordinated in a Winding-Up to the claims of holders
of Subordinated Debt Securities and other Equal Ranking Instruments; and
qualify as Additional Tier 1 Capital or Common Equity Tier 1 Capital of Westpac;
“Liabilities” means, in respect of Westpac, 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 authorized signatories of
Westpac or, if Westpac is in Winding-Up, the Liquidator may determine to be appropriate;
“Liquidator” means a liquidator or other official responsible for the conduct and administration of a
Winding-Up;
“Non-Viability Trigger Event” occurs when APRA notifies Westpac in writing that it believes:
Conversion or Write-off of Subordinated Debt Securities, or conversion, write-off or write-down
of Relevant Securities is necessary because, without it, Westpac would become non-viable; or
a public sector injection of capital, or equivalent support, is necessary because, without it, Westpac
would become non-viable;
“Non-Viability Trigger Event Date” has the meaning set out in Section 2.1(c)(iii);
“Ordinary Share” means a fully paid ordinary share in the capital of Westpac;
“Outstanding Principal Amount” means in respect of any Subordinated Debt Security which is
outstanding at any time, the outstanding principal amount of the Subordinated Debt Security, and for such
purposes:
the principal amount of a Subordinated Debt Security 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;
if an amount is required to be determined in Australian Dollars, the Australian Dollar equivalent of
the 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 Westpac on the relevant calculation date.
The calculation date is, at the discretion of Westpac, either the date specified in the relevant
formula 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 Westpac in the prospectus
supplement; and
if the principal amount of a Subordinated Debt Security has from time to time been Converted or
Written-off as described in Sections 2 and 3, the principal amount of the Subordinated Debt
Security will be reduced by the principal amount so Converted or Written-off;

39

(a)
(b)
(a)
(b)
(a)
(b)
(i)
(ii)
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“Prudential Standards” means the prudential standards and guidelines published by APRA and as
applicable to Westpac from time to time;
“RBA” has the meaning set out in “— Description of the Subordinated Debt Securities — Ranking”;
“Reclassification” has the meaning set out in Section 3.3(a);
“Regulatory Event” has the meaning set out in “— Redemption of Subordinated Securities —
Redemption for Regulatory Reasons”;
“Related Entity” means an entity over which Westpac or any parent of Westpac exercises control or
significant influence, as determined by APRA from time to time;
“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 Westpac 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:
converted into Ordinary Shares; or
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, including the Subordinated Debt Securities, forming part of
the Tier 2 Capital of Westpac 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:
converted into Ordinary Shares; or
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 Transaction” has the meaning set out in “— Redemption of Subordinated Securities —
Redemption for Taxation Reasons”;
“Replacement” has the meaning set out in Section 3.14(a)(i);
“Reserve Bank Act” has the meaning set out in “— Description of the Subordinated Debt Securities —
Ranking”;
“SEC” has the meaning set out in “About this Prospectus”;
“Senior Creditors” means all depositors and other creditors (present and future) of Westpac, including
all holders of Westpac’s debt:
whose claims are admitted in a Winding-Up; and
whose claims are not made as holders of indebtedness arising under:
an Equal Ranking Instrument; or
a Junior Ranking Capital Instrument;
“Solvent” with respect to Westpac, shall mean (i) it is able to pay its debts as they fall due; and (ii) its
Assets exceed its Liabilities;
“Solvent Reconstruction” means a scheme of amalgamation or reconstruction not involving a bankruptcy
or insolvency, where the obligations of Westpac in relation to the outstanding Subordinated Debt Securities
are assumed by the successor entity to which all, or substantially all, of the property, assets and undertaking
of Westpac are transferred or where an arrangement with similar effect not involving a bankruptcy or
insolvency is implemented;
“Specified Currency” has the meaning given in a prospectus supplement or a term sheet;

40

(a)
(b)
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“subordinated indenture” has the meaning set out in “— Description of the Subordinated Debt
Securities”;
“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 Westpac,
and (c) any regulation made under such laws;
“Tier 1 Capital” has the meaning set out in the Prudential Standards;
“Tier 2 Capital” has the meaning set out in the Prudential Standards;
“Trust Indenture Act” has the meaning set out in “— Description of the Subordinated Debt Securities
— Other Provisions”;
“VWAP” means, subject to any adjustments under the provisions described in Sections 3 above, 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 as described herein or in the applicable prospectus
supplement or term sheet;
“Winding-Up” means the legal procedure for the liquidation of Westpac commenced when:
a court order is made for the winding-up of Westpac (and such order is not successfully appealed
or set aside within 30 days); or
an effective resolution is passed or deemed to have been passed by members for the winding-up of
Westpac,
other than in connection with a Solvent Reconstruction.
A Winding-Up must be commenced by a court order or an effective resolution of shareholders or
members. Neither (i) the making of an application, the filing of a petition, or the taking of any other steps
for the winding-up of Westpac (or any other any procedure whereby Westpac may be dissolved, liquidated,
sequestered or cease to exist as a body corporate), nor (ii) the appointment of a receiver, administrator,
administrative receiver, compulsory manager, Banking Act statutory manager or other similar officer (other
than a Liquidator) in respect of Westpac, constitutes a Winding-Up for the purposes of the Subordinated
Debt Securities.
“Write-off” has the meaning set out in Section 2.3(c). “Written-off” shall have a corresponding
meaning.
(Section 1.1 of the subordinated indenture.)

41

Page 6
ANNEX B

“Description of the Notes” on pages S-25 to S-32 of the Prospectus Supplement

DESCRIPTION OF THE NOTES
The following description is a summary of certain terms of the notes. This summary supplements the
description of the notes in the accompanying prospectus and, to the extent it is inconsistent, replaces the
description in the accompanying prospectus. The descriptions of certain terms of the notes and the subordinated
indenture do not purport to be complete, and reference is hereby made to the Fifth Amended and Restated
Subordinated Indenture, referred to below, as supplemented by a supplemental indenture relating to the notes,
which we refer to as the Supplemental Indenture, which will be filed as an exhibit to a Report on Form 6-K, and
the Trust Indenture Act of 1939, as amended. You may also request copies of the Fourth Amended and
Restated Subordinated Indenture and the Supplemental Indenture from us at our address set forth under
“Where You Can Find More Information.” References to “we”, “us” and “our” in this description of the notes
refer only to Westpac Banking Corporation and not to any of its subsidiaries.
General
We will issue the notes under the Fifth Amended and Restated Subordinated Indenture, dated as of
November 5, 2024, between Westpac Banking Corporation and The Bank of New York Mellon, as trustee,
which we refer to as the base indenture, as supplemented by the Supplemental Indenture, to be dated the date
of issuance of the notes, between us and the trustee. We refer to the base indenture, as supplemented by
the Supplemental Indenture, together as the subordinated indenture.
We will initially issue US$1,500,000,000 aggregate principal amount of the notes. The notes will be
issued in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof, which
shall be a “Denomination” for purposes of the definition in Section 4 under “Description of the
Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus. We may from time
to time, without the consent of the existing holders, create and issue additional notes having the same
terms and conditions as the notes being offered hereby in all respects, except for Issue Date, issue price and,
if applicable, the first date from which interest accrues and the first payment of interest thereon. Additional
notes issued in this manner will be consolidated with, and will form a single series with, the previously
outstanding notes unless such additional notes will not be treated as fungible with the notes being offered
hereby for U.S. federal income tax purposes. The notes offered hereby and any additional notes of the same
series would rank equally and ratably.
The notes will be our direct, unsecured and subordinated obligations, subject to certain solvency
conditions described herein. In the event of a Winding-Up, to the extent the notes have not previously been
Converted or Written-off (or that have been partially Converted or Written-off), the notes would (i) be
subordinate to, and rank junior in right of payment to, the obligations of Westpac to Senior Creditors, and
certain debts required to be preferred by law, and all such obligations to Senior Creditors and debts
required to be preferred by law shall be entitled to be paid in full before any payment shall be paid on
account of any sums payable in respect of the notes, (ii) rank equally with obligations of Westpac to the
holders of other Subordinated Debt Securities that have not been Converted or Written-off (or that have been
partially Converted or Written-off), and the obligations of Westpac to holders of Equal Ranking
Instruments and (iii) rank prior to, and senior in right of payment to, the obligations of Westpac to holders
of Ordinary Shares and other Junior Ranking Capital Instruments. Section 13A(3) of the Australian
Banking Act provides that if Westpac becomes unable to meet its obligations or suspends payment, the
assets of Westpac in Australia are to be made available to meet certain of Westpac’s liabilities in priority to
all other liabilities of Westpac (including the obligations of Westpac under the notes). However, it is unlikely
a Winding-Up will occur without a Non-Viability Trigger Event having occurred first and the notes being
Converted or Written-off. In that event:
• if the notes have Converted into Ordinary Shares, holders will rank equally with existing holders of
Ordinary Shares; and
• if the notes are Written-off, all rights in relation to the notes 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 notes Converted into Ordinary Shares. In such an event, a
holder’s investment in the notes will lose all of its value and such holder will not receive any
compensation.
S-25

The notes will not be protected accounts or deposit liabilities of Westpac for the purposes of the
Australian Banking Act.
Each of the notes will constitute a separate series of Subordinated Debt Securities as described in the
accompanying prospectus. Except as described in this prospectus supplement, the terms generally applicable
to notes, as described under “Description of the Subordinated Debt Securities” in the accompanying
prospectus, will be applicable to each of the notes.
The notes are not entitled to the benefit of any sinking fund.
The notes will mature on November 20, 2035.
From and including November 20, 2024, which we refer to as the Issue Date, to but excluding the
interest payment date on November 20, 2034, which we refer to as the Reset Date, the notes will bear
interest on the Outstanding Principal Amount at a rate of 5.618% per year, and on and after the Reset Date
to but excluding November 20, 2035, which we refer to as the Maturity Date, the notes will bear interest
on the Outstanding Principal Amount at a fixed rate per year equal to the 1-Year U.S. Treasury Rate plus
the Spread (rounded to three decimal places with 0.0005 rounded upwards) (each as defined below). Interest
will accrue on the notes from and including the Issue Date. We will pay interest on the notes semi-annually
in arrears on May 20 and November 20 of each year, subject in each case to the business day convention set
forth below, and certain solvency conditions described herein, beginning on May 20, 2025, until the notes
shall have been paid in full. Interest on a note will be paid to the person in whose name that note was registered
at the close of business on May 5 or November 5, as the case may be, whether or not a business day, prior
to the applicable interest payment date, except in the case of the interest payment date that is also the Maturity
Date of the notes. The amount of interest on the notes payable for any period less than a full interest
period shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual
days elapsed in a partial month in such period. Subject to the limitations set forth in Section 3.1(b) under
“Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying
prospectus, any payment of principal or interest required to be made on an interest payment date that is not
a business day will be made on the next succeeding business day, and no interest will accrue on that
payment for the period from and after the interest payment date to the date of payment on the next succeeding
business day.
For purposes of the notes, “business day” means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in Sydney, Australia, New York, New York, or
London, United Kingdom are authorized or obligated by law or executive order to close.
Payments described in Section 3.1(b) under “Description of the Subordinated Debt Securities—
Additional Provisions” in the accompanying prospectus shall not be subject to delays on account of any
business day convention.
“1-Year U.S. Treasury Rate” is calculated by the calculation agent as an interest rate expressed as
a percentage determined to be the per annum rate equal to the yield to maturity for U.S. Treasury securities
with a maturity of one year as published in the most recent H.15.
“H.15” means the daily statistical release designated as such, or any successor publication, published by
the Board of Governors of the United States Federal Reserve System that establishes yield on actively traded
U.S. Treasury securities under the caption “Treasury constant maturities”, or any successor site or
publication that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means
the H.15 which includes a yield to maturity for U.S. Treasury securities with a maturity of one year published
closest in time but prior to the Reset Determination Date.
“Reset Business Day” means a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealing in foreign exchange and foreign currency
deposits) in Sydney, Australia, New York, New York and London, United Kingdom.
“Reset Determination Date” means the second Reset Business Day immediately preceding the Reset
Date.
S-26

“Spread” means 1.20 per cent per year, being the difference between the re-offer yield on the date
hereof and the Benchmark 10-Year Treasury Yield at the time of pricing on the date hereof. “Benchmark 10-
Year Treasury Yield” means 4.418 per cent.
Redemption
Subject to certain limitations, we will have the right to redeem the notes in whole, but not in part, at
our option on the Reset Date, as described in the accompanying prospectus under the heading “Description
of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—General”.
In addition, subject to certain limitations, if an Adverse Tax Event, as described in the accompanying
prospectus under “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt
Securities—Redemption for Taxation Reasons”, or a Regulatory Event, as described in the accompanying
prospectus under “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt
Securities—Redemption for Regulatory Reasons”, occurs, we will have the right to redeem each of the
notes in whole, but not in part.
Redemption is subject to the prior written approval of APRA (approval is at the discretion of APRA
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 Debt Securities if requested by us). Any redemption of the notes
does not imply or indicate that we will in future exercise any right we may have to redeem any other
outstanding regulatory capital instruments issued by us. Any such redemption would also be subject to
APRA’s prior written approval (approval is at the discretion of APRA which may or may not be given).
If we redeem the notes in these circumstances, the redemption price of each note redeemed will be
equal to 100% of the Outstanding Principal Amount of such note. In addition, we will pay to the holders of
the notes redeemed in these circumstances accrued but unpaid interest to, but excluding, the date of
redemption.
Non-viability, Conversion and Write-off
The notes are subject, upon the occurrence of a Non-Viability Trigger Event, to Conversion or possible
Write-off, as more fully described in the accompanying prospectus. If any notes 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 those notes. The Australian dollar may
depreciate in value against the U.S. dollar by the time of Conversion. In that case, the Maximum Conversion
Number is more likely to apply.
If Conversion of the notes (or a percentage of the Outstanding Principal Amount of the notes) does
not occur for any reason (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
Westpac or as a result of Westpac’s inability or failure to comply with its obligations under the terms and
conditions of the notes in relation to Conversion) within five ASX Business Days after the Non-Viability
Trigger Event Date (each as defined in Section 4 under “Description of the Subordinated Debt Securities—
Additional Provisions” in the accompanying prospectus), the notes (or a percentage of the Outstanding
Principal Amount of the notes to be Converted) will be Written-off and the holders’ rights in relation to the
notes (including with respect to payments of interest or accrued but unpaid interest, and the repayment of
Outstanding Principal Amount and, upon Conversion, the receipt of Ordinary Shares issued in respect of
such notes) will be immediately and irrevocably written-off and terminated with effect on and from the
Non-Viability Trigger Event Date, as described under “Description of the Subordinated Debt Securities—
Additional Provisions” in the accompanying prospectus.
Events of Default
The subordinated indenture provides that, if an event of default in respect of the notes shall have
occurred and be continuing, the sole remedies for either the trustee or the holder of any outstanding notes
shall be the remedies described below.
S-27

The subordinated indenture defines an event of default in respect of the notes as any of the following
events or circumstances:
• Westpac fails to pay (i) any Outstanding Principal Amount in respect of the notes on the Maturity
Date or within seven days thereafter, or (ii) any amount of interest in respect of the notes on the due
date for payment thereof or within fourteen days thereafter, unless, in each case, prior to the
commencement of a Winding-Up in Australia (as defined in Section 4 under “Description of the
Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus), the failure
to make such payment is the result of Westpac not being Solvent (as defined in Section 4 under
“Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying
prospectus) on the date such payment is due or Westpac would not be Solvent immediately thereafter
as a result of making such payment; or
• a Winding-Up in Australia.
Upon the occurrence of an event of default for a failure to pay principal or interest as described above,
the sole remedies for the trustee or the holder of any notes shall be to bring proceedings:
• to recover any amount then due and payable but unpaid on such notes (subject to Westpac being
able to make the payment and remain Solvent);
• to obtain an order for specific performance of any other obligation in respect of such notes; or
• for a winding-up of Westpac in Australia.
In the event of a Winding-Up in Australia (but not in any other jurisdiction), the notes will, without
any further action on the part of the trustee or any holder thereof, become immediately due and payable by
Westpac, unless they have been Converted or Written-off, and the trustee or any such holder may, subject
to the limitations described under “Description of the Subordinated Securities—Additional Provisions—
Status and Subordination” in the accompanying prospectus, prove or claim for the Outstanding Principal
Amount of each note it holds (together with all interest accrued but unpaid to the date of payment).
However, it is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having occurred first
and the notes being Converted or Written-off. In that event:
• if the notes have Converted into Ordinary Shares, holders will rank equally with existing holders of
Ordinary Shares; and
• if the notes are Written-off, all rights in relation to the notes 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 notes Converted into Ordinary Shares. In such an event, a
holder’s investment in the notes will lose all of its value and such holder will not receive any
compensation.
In the event of the occurrence of any event of default, no remedy against Westpac (including, without
limitation, any right to sue for a sum of damages which has the same economic effect as an acceleration of
Westpac’s payment obligations) shall be available to the trustee or any holder of any notes for the recovery of
amounts owing in respect of the notes or in respect of any breach by Westpac of any obligation, condition
or provision binding on it under the terms of the notes other than as described in this prospectus supplement,
the applicable term sheet or the accompanying prospectus.
A holder of notes 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 in this
prospectus supplement and the accompanying prospectus. In the event of a Winding-Up in Australia (but
not in any other jurisdiction), the notes will become immediately due and payable, unless they have been
Converted or Written-off. This will be the only circumstance in which the payment of principal on notes may
be accelerated.
If any note becomes due and payable as a result of an event of default, Westpac shall repay such
amount as is equal to the Outstanding Principal Amount (or such other amount specified in or determined
in accordance with this prospectus supplement or the applicable term sheet) together with all accrued but
unpaid interest, if any.
S-28

Under the Australian 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 us regarding the conduct of our business, including prohibiting making payments with respect
to our debt obligations (including the notes), and, if we become unable to meet our obligations or suspend
payment (and in certain other limited circumstances), to appoint an “ADI statutory manager” to take
control of our business.
Governing Law
The subordinated indenture and the notes will be governed by, and construed in accordance with, the
laws of the State of New York, without regard to conflict of law principles, except that the Non-Viability
Trigger Event, Write-off, Conversion and subordination provisions will be governed by, and construed in
accordance with, the laws of the State of New South Wales, Commonwealth of Australia.
Notes Issued as Global Notes
The notes are expected to be issued in the form of global notes. See “Description of the Subordinated
Debt Securities—Global Securities” in the accompanying prospectus.
Book-Entry System
All interests in the notes will be subject to the operations and procedures of DTC, Euroclear Bank SA/
NV, which we refer to as Euroclear, and Clearstream Banking, S.A., which we refer to as Clearstream. The
descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are
provided solely as a matter of convenience. These operations and procedures are solely within the control of
the respective settlement systems and are subject to change by them from time to time. We obtained the
information in this section and elsewhere in this prospectus supplement concerning DTC, Euroclear and
Clearstream and their respective book-entry systems from sources that we believe are reliable, but we take no
responsibility for the accuracy of any of this information.
The Depository Trust Company, New York, NY, will act as securities depository for the notes. The
notes will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership
nominee) or such other name as may be requested by an authorized representative of DTC. One
fully-registered note certificate will be issued for each issue of the notes, each in the aggregate principal
amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any
issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount
and an additional certificate will be issued with respect to any remaining principal amount of such issue.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the
New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York
Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. DTC holds and
provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal
debt issues, and money market instruments from over 100 countries that DTC’s participants, which we
refer to as Direct Participants, deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities through electronic computerized
book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for
physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is
a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, which we refer to as DTCC.
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly, which we refer to as Indirect
Participants. The DTC Rules applicable to its Direct Participants are on file with the Securities and Exchange
Commission. More information about DTC can be found atwww.dtcc.comandwww.dtc.org.
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Purchases of notes under the DTC system must be made by or through Direct Participants, which will
receive a credit for the notes on DTC’s records. The ownership interest of each actual purchaser of each
note, which we refer to as a Beneficial Owner, is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial
Owners are, however, expected to receive written confirmations providing details of the transaction, as well
as periodic statements of their holdings, from the Direct or Indirect Participant through which the
Beneficial Owner entered into the transaction. Transfers of ownership interests in the notes are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in notes,
except in the event that use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, all notes deposited by Direct Participants with DTC are registered in
the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an
authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede
& Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the notes; DTC’s records reflect only the identity of the Direct
Participants to whose accounts the notes are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf
of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants
to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the notes within an issue are being
redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the
notes unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the
notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and interest payments on the notes will be made to Cede & Co., or
such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit
Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us
or our agent on the payable date in accordance with their respective holdings shown on DTC’s records.
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in
“street name”, and will be the responsibility of such Participant and not of DTC, our agent or us, subject
to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption
proceeds, distributions, and interest payments to Cede & Co. (or such other nominee as may be requested by
an authorized representative of DTC) is the responsibility of Westpac or our agent, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the notes at any time by
giving reasonable notice to us or our agent. Under such circumstances, in the event that a successor
depository is not obtained, note certificates are required to be printed and delivered.
We may decide to discontinue use of the system of book-entry-only transfers through DTC (or a
successor securities depository). In that event, note certificates will be printed and delivered to DTC.
Euroclear.Euroclear was created in 1968 to hold securities for participants of Euroclear, which we refer
to as Euroclear Participants, and to clear and settle transactions between Euroclear Participants through
simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear
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includes various other services, including securities lending and borrowing and interfaces with domestic
markets in several markets in several countries. Euroclear is operated by Euroclear Bank SA/NV, which we
refer to as the Euroclear Operator, under contract with Euroclear Clearance Systems S.C., a Belgian
cooperative corporation, which we refer to as the Cooperative. All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with
the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of
Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries and may include the underwriters. Indirect access to
Euroclear is also available to other firms that clear through or maintain a custodial relationship with a
Euroclear Participant, either directly or indirectly.
The Euroclear Operator is regulated and examined by the Belgian Banking Commission. Distributions
of principal and interest with respect to notes held through Euroclear will be credited to the cash accounts
of Euroclear participants in accordance with the relevant system’s rules and procedures, to the extent received
by such system’s depositary.
Clearstream.Clearstream is incorporated under the laws of Luxembourg as a professional depositary.
Clearstream holds securities for its participating organizations, which we refer to as Clearstream Participants,
and facilitates the clearance and settlement of securities transactions between Clearstream Participants
through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need
for physical movement of certificates. Clearstream provides Clearstream Participants with, among other
things, services for safekeeping, administration, clearance and establishment of internationally traded
securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several
countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Monetary
Institute. Clearstream Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations, and may include the underwriters. Indirect access to Clearstream is also available to others,
such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship
with a Clearstream Participant either directly or indirectly.
Distributions with respect to notes held beneficially through Clearstream will be credited to cash
accounts of Clearstream Participants in accordance with its rules and procedures to the extent received by
the U.S. depositary for Clearstream.
Links have been established among DTC, Clearstream and Euroclear to facilitate the initial issuance of
the notes and cross-market transfers of the notes associated with secondary market trading. DTC will be
linked indirectly to Clearstream and Euroclear through the DTC accounts of their respective U.S. depositaries.
Global Clearance and Settlement Procedures.Initial settlement for the notes will be made in
immediately available funds. Transfers between participants in DTC will be effected in accordance with
DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or
Clearstream will be effected in the ordinary way in accordance with their respective rules and operating
procedures.
Cross-market transfers between participants in DTC, on the one hand, and Euroclear or Clearstream
participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of
Euroclear or Clearstream, as the case may be, by its respective depositary. However, those cross-market
transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the
counterparty in that system in accordance with the rules and procedures and within the established deadlines
(Brussels time) of that system. Euroclear or Clearstream, as the case may be, will, if the transaction meets
its settlement requirements, deliver instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the relevant notes in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds settlement applicable to
DTC. Euroclear Participants and Clearstream Participants may not deliver instructions directly to the
depositaries for Euroclear or Clearstream.
Because of time zone differences, the securities account of a Euroclear or Clearstream participant
purchasing an interest in a note from a participant in DTC will be credited, and any such crediting will be
S-31

reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing
day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date
of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests
in a note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with
value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash
account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.
Although we understand that DTC, Euroclear and Clearstream have agreed to the foregoing procedures
to facilitate transfers of interests in the notes among participants in DTC, Euroclear and Clearstream, they
are under no obligation to perform or to continue to perform those procedures, and those procedures
may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance
by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.
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Page 7
ANNEX C

“Share rights” section on pages 351 to 352 of the Form 20-F

FINANCIAL
STATEMENTSEXHIBITS INDEXSTRATEGIC REVIEW
PERFORMANCE
REVIEW
SHAREHOLDER
INFORMATION
351
Our constitution (Continued)
liability or obligation of Westpac or of any other person.
Such powers may only be changed by amending the
constitution, which requires a special resolution (that is,
a resolution passed by at least 75% of the votes cast
by members entitled to vote on the resolution and for
which notice has been given in accordance with the
Corporations Act).
Minimum number of Directors
Our constitution requires that the minimum number
of Directors is determined in accordance with the
Corporations Act or other regulations. Currently the
Corporations Act prescribes three as a minimum number
of Directors for a public company and APRA governance
standards specify five as the minimum number of
Directors for APRA regulated entities. Westpac’s current
number of Directors is above these prescribed minimums.
Share rights
The rights attaching to our ordinary shares are set out in
the Corporations Act and in our constitution, and may be
summarised as follows:
a. Profits and dividends
Holders of ordinary shares are entitled to receive such
dividends on those shares as may be determined by
our Directors from time to time. Dividends that are paid
but not claimed may be invested by our Directors for
the benefit of Westpac until claimed or required to
be dealt with in accordance with any law relating to
unclaimed monies.
Under the Corporations Act, Westpac must not pay
a dividend unless our assets exceed our liabilities
immediately before the dividend is declared and the
excess is sufficient for payment of the dividend. In
addition, the payment must be fair and reasonable to
the company’s shareholders as a whole and must not
materially prejudice our ability to pay our creditors.
Subject to the Corporations Act, the constitution, the
rights of persons (if any) entitled to shares with special
rights to a dividend and any contrary terms of issue of
or applying to any shares, our Directors may determine
that a dividend is payable, fix the amount and the time
for payment and authorise the payment or crediting by
Westpac to, or at the direction of, each shareholder
entitled to that dividend.
If any dividends are returned unclaimed, we are generally
obliged, under the Banking Act 1959 (Cth) (Banking Act),
to hold those amounts as unclaimed monies for a period
of seven years. If at the end of that period the monies
remain unclaimed by the shareholder concerned, we must
submit an annual unclaimed money return to ASIC by
31 March each year containing the unclaimed money as
at 31 December of the previous year. Upon such payment
being made, we are discharged from further liability in
respect of that amount.
Our Directors may, before paying any dividend, set aside
out of our profits such sums as they think proper as
reserves, to be applied, at the discretion of our Directors,
for any purpose for which the profits may be properly
applied. Our Directors may carry forward so much of
the profits remaining as they consider ought not to be
distributed as dividends without transferring those
profits
to a reserve.
The following additional restrictions apply to our ability to
declare and/or pay dividends:
(i)if the payment of the dividend would breach or cause
a breach by us of applicable capital adequacy or
other supervisory requirements of APRA, including
where Westpac’s Common Equity Tier 1 Capital Ratio
falls within APRA’s capital conservation buffer range
(consisting of the capital conservation buffer plus any
countercyclical capital buffer, currently 5.75% of risk-
weighted assets). Currently, one such requirement is
that a dividend should not be paid without APRA’s
prior consent if payment of that dividend, after taking
into account all other dividends (if any) paid on
our shares and payments on more senior capital
instruments, in the preceding 12 consecutive months
to which they relate, would cause the aggregate
of such dividend payments to exceed our after tax
earnings for the preceding 12 consecutive months, as
reflected in our relevant audited consolidated financial
statements; and
(ii)if, under the Banking Act, we are directed by APRA not
to pay a dividend;
(iii)if the declaration or payment of the dividend would
result in us becoming insolvent; or
(iv)if any interest payment, dividend or distribution on
certain Additional Tier 1 securities issued by us is not
paid in accordance with the terms of those securities,
we may be restricted from declaring and/or paying
dividends on ordinary shares. This restriction is subject
to a number of exceptions.
b. Voting rights
Holders of our fully paid ordinary shares have, at general
meetings, one vote on a show of hands and, upon a poll,
one vote for each fully paid share held by them.
c. Voting and re-election of Directors
Under our constitution, each Director, apart from the
Managing Director, must not hold office without re-
election past the third AGM following the Director’s
appointment or last election, whichever is longer. A
retiring Director holds office until the conclusion of the
meeting at which that Director retires but is eligible for
re-election at that meeting. In addition, there must be an
election of Directors at each AGM. This is consistent with
the requirements of the ASX Listing Rules.
Under the Corporations Act, the election or re-election
of each Director by shareholders at a general meeting
of a public company must proceed as a separate item,
unless the shareholders first resolve that the elections or
re-elections may be voted on collectively. A resolution
to allow collective voting in relation to elections or re-
elections is effective only if no votes are cast against
that resolution. Any resolution electing or re-electing two
or more Directors in contravention of this requirement
is void.
d. Winding up
Subject to any preferential entitlement of holders of
preference shares on issue at the relevant time, holders

352WESTPAC GROUP 2024 ANNUAL REPORT
ADDITIONAL INFORMATION
Our constitution (Continued)
of our ordinary shares are entitled to share equally in any
surplus assets if we are wound up.
e. Sinking fund provisions
We do not have any class of shares on issue that is subject
to any sinking fund provisions.
Variation of rights attaching to our shares
Under the Corporations Act, unless otherwise provided by
the terms of issue of a class of shares, the terms of issue
of a class of shares in Westpac can only be varied or
cancelled in any way by a special resolution of Westpac
and with either the written consent of our shareholders
holding at least 75% of the votes in that class of shares
or with the sanction of a special resolution passed at a
separate meeting of the holders of that class of shares.
Convening general meetings
Under our constitution, our Directors may convene and
arrange to hold a general meeting of Westpac whenever
they think fit and must do so if required to do so under
the Corporations Act and ASX Listing Rules. Under the
Corporations Act, our Directors must call and arrange to
hold a general meeting of Westpac if requested to do so
by our shareholders who hold at least 5% of the votes
that may be cast at the general meeting. Shareholders
who hold at least 5% of the votes that may be cast at
a general meeting may also call and arrange to hold a
general meeting of Westpac at their own expense.
At least 28 days notice must be given of a meeting of
our shareholders. Written notice must be given to all
shareholders entitled to attend and vote at the meeting.
All ordinary shareholders are entitled to attend and,
subject to the constitution and the Corporations Act, to
vote at general meetings of Westpac.
Limitations on securities ownership
A number of limitations apply in relation to the ownership
of our shares, and these are described in more detail in the
section ‘Limitations affecting security holders’.
Change in control restrictions
Restrictions apply under the Corporations Act, the
Financial Sector (Shareholdings) Act 1998 (Cth) and the
Foreign Acquisitions and Takeovers Act 1975 (Cth).
For more detailed descriptions of these restrictions, refer
to the sections ‘Limitations affecting security holders’,
‘Foreign Acquisitions and Takeovers Act 1975’, ‘Financial
Sector (Shareholdings) Act 1998’, and ‘Corporations
Act 2001’.
Substantial shareholder disclosure
There is no provision in our constitution that requires a
shareholder to disclose the extent of their ownership of
our shares.
Under the Corporations Act, however, any person who
begins or ceases to have a substantial holding of our
shares must notify us within two business days after they
become aware of that information. A further notice must
be given to us if there is an increase or decrease of 1%
in a person’s substantial holding. Copies of these notices
must also be given to the ASX. A person has a substantial
holding of our shares if the total votes attached to our
voting shares in which they or their associates have
relevant interests is 5% or more of the total number of
votes attached to all our voting shares. For more details,
refer to the section ‘Corporations Act 2001’.
We also have a statutory right under the Corporations Act
to trace the beneficial ownership of our shares by giving
a direction to a shareholder, or certain other persons,
requiring disclosure to us of, among other things, their
own relevant interest in our shares and the name and
address of each other person who has a relevant interest
in those shares, the nature and extent of that interest and
the circumstances that gave rise to that other person’s
interest. Such disclosure must, except in certain limited
circumstances, be provided within two business days after
the direction is received.