Information Memorandum for Issuance of Debt Instruments

ASX RELEASE


Westpac Banking Corporation
Level 18, 275 Kent Street
Sydney, NSW, 2000



10 November 2025

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S.
PERSONS

Information Memorandum for Westpac’s U.S.$70,000,000,000 Programme for the
Issuance of Debt Instruments under which Subordinated Instruments may be
issued

Pursuant to ASX Listing Rules 2.1 (Condition 5) and 15.2, attached is the Information
Memorandum dated 7 November 2025 for Westpac Banking Corporation’s
U.S.$70,000,000,000 Programme for the Issuance of Debt Instruments, under which
Subordinated Instruments may be issued. Westpac may, from time to time, offer debt
securities on the terms and conditions described in the Information Memorandum.





For further information:

Jacqueline Boddy
Head of Debt Investor Relations
0448 064 012


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

Disclaimer

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

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INFORMATION MEMORANDUM
Westpac Banking Corporation
(ABN 33 007 457 141)
(AFSL 233714)
(incorporated with limited liability in Australia and registered in the State of New South Wales)
U.S. $70,000,000,000 Programme for the
Issuance of Debt Instruments
This Information Memorandum has been prepared on the basis that application will be made to the Australian Securities Exchange
(the “ASX”) for subordinated instruments issued pursuant to this Information Memorandum (the “Subordinated Instruments”)
to be admitted to listing and/or trading on the ASX’s wholesale Interest Rate Securities Market. This Information Memorandum
has also been prepared on the basis that Subordinated Instruments issued under the Programme may be unlisted or admitted to
listing and/or trading on such other or further listing authority and/or stock exchange as may be agreed between Westpac Banking
Corporation (the “Issuer” or “Westpac”) and the relevant Dealer(s).
This Information Memorandum does not comprise (i) a base prospectus for the purposes of Regulation (EU) 2017/1129
as it forms part of the domestic law in the United Kingdom (the “UK”) (the “UK Prospectus Regulation”) or (ii) a base
prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”). This
Information Memorandum has been prepared solely with regard to Subordinated Instruments that are (i) not to be
admitted to listing or trading on any regulated market for the purposes of Directive 2014/65/EU, as amended (“MiFID II”)
or Regulation (EU) No. 600/2014 as it forms part of the domestic law in the UK (“UK MiFIR”) and (ii) not to be offered to
the public in a Member State (as defined below) (other than pursuant to one or more of the exemptions set out in Article
1(4) and/or 3(2) of the EU Prospectus Regulation) or in the UK (other than pursuant to one or more of the exemptions
set out in Section 86 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)).
Instruments issued on a senior, unsubordinated basis may be issued under the Programme on the basis that they will be admitted
to trading on the London Stock Exchange’s Main Market, being a regulated market for the purposes of UK MiFIR (the “Senior
Instruments”). The Issuer has separately published a prospectus (approved by the UK Financial Conduct Authority (the “FCA”),
being the UK competent authority for the purposes of the UK Prospectus Regulation) pursuant to which Senior Instruments may
be issued under the Programme.
This Information Memorandum supersedes any previous base prospectus, listing particulars, information memorandum or
information memorandum addendum describing the Programme in respect of Subordinated Instruments. Any Subordinated
Instruments issued under the Programme on or after the date of this Information Memorandum are issued subject to the provisions
described herein. This does not affect any Subordinated Instruments issued before the date of this Information Memorandum.
Factors which could be material for the purpose of assessing the risks associated with an investment in the Subordinated
Instruments issued under the Programme are set out on pages 16 to 61 (inclusive) of this Information Memorandum.
The Subordinated Instruments have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

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Arranger for the Programme
UBS Investment Bank
Dealers

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


7 November 2025

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

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Memorandum or for any other statement, made or purported to be made by a Dealer or on its behalf in
connection with the Issuer or the issue and offering of any Instruments under the Programme. Each of
the Dealers and each of their respective affiliates accordingly disclaims all and any liability whether
arising in tort or contract or otherwise which it might otherwise have in respect of this Information
Memorandum or any such statement. Neither the delivery of this Information Memorandum nor any
Pricing Supplement nor the offering, sale or delivery of any Subordinated Instrument shall, in any
circumstances, create any implication that the information contained or incorporated by reference in
this Information Memorandum or any other information provided by the Issuer in connection with the
Programme is true subsequent to the date thereof or the date upon which this Information Memorandum
has been most recently amended or supplemented or that there has been no adverse change in the
financial situation of the Issuer since the date thereof or, if later, the date upon which this Information
Memorandum has been most recently amended or supplemented or that any other information supplied
in connection with this Programme is correct at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The distribution of this Information Memorandum and any Pricing Supplement and the offering, sale
and delivery of the Subordinated Instruments in certain jurisdictions may be restricted by law. Persons
into whose possession this Information Memorandum or any Pricing Supplement comes are required
by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Subordinated Instruments and on the
distribution of this Information Memorandum or any Pricing Supplement and other offering material
relating to the Subordinated Instruments, see the “Subscription and Sale” section in this Information
Memorandum. In particular, the Subordinated Instruments have not been and will not be registered
under the Securities Act and Subordinated Instruments may be in bearer form which are subject to U.S.
tax law requirements. Subject to certain exceptions, Subordinated Instruments may not be offered, sold
or delivered within the United States or to, or for the account or benefit of, U.S. Persons. Neither this
Information Memorandum nor any Pricing Supplement may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such an offer or solicitation.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Subordinated Instruments are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area (the “EEA”). For these purposes,
a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of
Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently,
no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs
Regulation”) for offering or selling the Subordinated Instruments or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or selling the Subordinated
Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under
the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Subordinated Instruments are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the UK. For these purposes, a “retail investor” means a person
who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of the domestic law in the UK; or (ii) a customer within the meaning of the

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provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97 in the UK, where that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of UK MiFIR. Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of the domestic law in the UK (the “UK PRIIPs Regulation”) for offering
or selling the Subordinated Instruments or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Subordinated Instruments or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET – The Pricing Supplement in respect of any
Subordinated Instruments may include a legend entitled “MiFID II Product Governance” which will
outline the target market assessment in respect of the Subordinated Instruments and which channels
for distribution of the Subordinated Instruments are appropriate. Any person subsequently offering,
selling or recommending the Subordinated Instruments (a “MiFID II distributor”) should take into
consideration the target market assessment; however, a MiFID II distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Subordinated
Instruments (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purposes of the MiFID II
product governance rules under EU Delegated Directive 2017/593 (the “MiFID II Product Governance
Rules”), any Dealer subscribing for any Subordinated Instruments is a manufacturer in respect of such
Subordinated Instruments, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MiFID II Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET – The Pricing Supplement in respect of
any Subordinated Instruments may include a legend entitled “UK MiFIR Product Governance” which
will outline the target market assessment in respect of the Subordinated Instruments and which
channels for distribution of the Subordinated Instruments are appropriate. Any person subsequently
offering, selling or recommending the Subordinated Instruments (a “UK MiFIR distributor”) should take
into consideration the target market assessment; however, a UK MiFIR distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product
Governance Rules”) is responsible for undertaking its own target market assessment in respect of the
Subordinated Instruments (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Subordinated Instruments is a manufacturer
in respect of such Subordinated Instruments, but otherwise neither the Arranger nor the Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product
Governance Rules.
Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore, as
modified or amended from time to time (the “SFA”) – Unless otherwise stated in the Pricing
Supplement in respect of any Subordinated Instrument, all Subordinated Instruments issued or to be
issued under the Programme shall be prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-
N16: Notice on Recommendations on Investment Products).

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Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or an invitation
to subscribe for or purchase any Subordinated Instruments and should not be considered as a
recommendation by the Issuer or the Dealers or any of them that any recipient of this Information
Memorandum or any Pricing Supplement should subscribe for or purchase any Subordinated
Instruments. Each recipient of this Information Memorandum or any Pricing Supplement shall be taken
to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
All references in this Information Memorandum to a “Member State” are references to a Member State
of the EEA, all references to “U.S.$”, “U.S. dollars”, “USD” or “U.S. cents” are to the lawful currency of
the United States of America, all references to “A$”, “AUD”, “Australian dollar” and “Australian cents”
are to the lawful currency of Australia, all references to “NZ$” and “NZ cents” are to the lawful currency
of New Zealand, all references to “£”, “Sterling” and “GBP” are to the lawful currency of the UK, all
references to “CAD” or “C$” are to the lawful currency of Canada, all references to “NOK” or
“Norwegian Kroner” are to the lawful currency of Norway, all references to “JPY”, “Yen” or “¥” are to
the lawful currency of Japan, all references to “CHF” or “Swiss Francs” are to the lawful currency of
Switzerland, all references to “HKD” or “Hong Kong dollars” are to the lawful currency of Hong Kong,
and all references to “Renminbi” and “CNY” are to the lawful currency of the People’s Republic of
China. References to “€”, “EUR”, “euro” or, as the context may require, “euro cents” are to the currency,
introduced at the third stage of European Economic and Monetary Union pursuant to the Treaty on
European Union of those member states of the European Union which are participating in the European
economic and monetary union (the “Eurozone”). References to “Australia” are to the Commonwealth
of Australia, its territories and possessions.
In connection with the issue of any Tranche (as defined herein) of Subordinated Instruments under the
Programme, the Dealer or Dealers (if any) specified as the stabilising dealers (the “Stabilising
Dealer(s)”) (or persons acting on behalf of any Stabilising Dealer(s)) may, outside Australia and on a
market operated outside Australia and otherwise to the extent permitted by applicable laws and rules,
over-allot Subordinated Instruments or effect transactions with a view to supporting the market price of
the Subordinated Instruments at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Subordinated Instruments
is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after
the Issue Date of the relevant Tranche of Subordinated Instruments and 60 days after the date of the
allotment of the relevant Tranche of Subordinated Instruments. Any stabilisation action or over-allotment
must be conducted by the relevant Stabilising Dealer(s) (or person(s) acting on behalf of any Stabilising
Dealer(s)) in accordance with all applicable laws and rules.
The Subordinated Instruments are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of securities
such as the Subordinated Instruments to retail investors. By purchasing, or making or accepting
an offer to purchase, any Subordinated Instruments from the Issuer and/or the Dealers, each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each
Dealer that it has and will at all times comply with all applicable laws, regulations and regulatory
guidance (whether inside or outside the EEA or the UK) relating to the promotion, offering,
distribution and/or sale of the Subordinated Instruments (including without limitation MiFID II as
implemented in each Member State of the EEA and UK MiFIR in the UK) and any other applicable
laws, regulations and regulatory guidance relating to determining the appropriateness and/or

7

suitability of an investment in the Subordinated Instruments by investors in any relevant
jurisdiction. Where acting as agent on behalf of a disclosed or undisclosed client when
purchasing, or making or accepting an offer to purchase, any Subordinated Instruments from
the Issuer and/or the Dealers, the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.
The communication of this Information Memorandum, any related Pricing Supplement and any
other document or materials relating to the issue of the Notes under the Programme is not being
made, and this Information Memorandum, any related Pricing Supplement and such other
documents and/or materials have not been approved, by an authorised person for the purposes
of section 21 of the FSMA. Accordingly, this Information Memorandum, any related Pricing
Supplement and such other documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. This Information Memorandum,
any related Pricing Supplement and such other documents and/or materials are for distribution
only to persons who (i) have professional experience in matters relating to investments and who
fall within the definition of “investment professionals” (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are
outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be
communicated or distributed under the Financial Promotion Order (all such persons together
being referred to as “relevant persons”). This Information Memorandum, any related Pricing
Supplement and any such other documents and/or materials are directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Information Memorandum, any related Pricing
Supplement and any such other documents and/or materials relate will be engaged in only with
relevant persons. Any person in the United Kingdom that is not a relevant person should not act
or rely on this Information Memorandum, any related Pricing Supplement or any other
documents and/or materials relating to the issue of the Notes under the Programme or any of
their contents.
Citigroup Global Markets Limited is incorporated in the United Kingdom and is authorised in the United
Kingdom by the Prudential Regulation Authority (the “PRA”) and regulated in the United Kingdom by
the FCA and the PRA. Citigroup Global Markets Limited does not hold an Australian Financial Services
Licence and, in providing the services to the Issuer, it relies on various exemptions contained in the
Corporations Act 2001 of Australia (the “Corporations Act”) and the Corporations Regulations 2001
promulgated under the Corporations Act (together the “Corporations Laws”). Citigroup Global Markets
Limited hereby notifies all relevant persons that all services contemplated under this Information
Memorandum are provided to the Issuer by Citigroup Global Markets Limited from outside of Australia
and to the extent necessary, Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832 and
Australian Financial Services Licence No. 240992) a related body corporate of Citigroup Global Markets
Limited within the meaning of the Corporations Laws, has arranged for Citigroup Global Markets Limited
to provide these services to the Issuer.

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TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME 9
RISK FACTORS 16
DOCUMENTS INCORPORATED BY REFERENCE 62
TERMS AND CONDITIONS OF THE SUBORDINATED INSTRUMENTS 64
PRO FORMA PRICING SUPPLEMENT 198
USE OF PROCEEDS 219
WESTPAC BANKING CORPORATION 220
INFORMATION CONCERNING THE UNDERLYING SECURITIES 239
TAXATION 242
SUBSCRIPTION AND SALE 247
GENERAL INFORMATION 259

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

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

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The Issuer operates a significant online capability supported by an
extensive branch and ATM network, call centres and relationship
bankers. The Issuer’s operations compromise the following key
segments:
‘Consumer’ provides banking products and services to customers in
Australia through three lines of business consisting of mortgages,
consumer finance and cash and transactional banking.
‘Business & Wealth’ comprises Business Banking for customers
generally up to A$200 million in exposure, Wealth Management, Private
Wealth and Westpac Pacific.
‘Institutional’ delivers a broad range of financial products and services to
corporate, institutional and government customers.
Westpac New Zealand provides banking and wealth products and
services for consumer, business and institutional customers in New
Zealand.
Group Businesses includes treasury, enterprise services and other costs
not directly attributable to segments including corporate affairs, finance
and HR services, a portion of enterprise technology costs related to
UNITE in prior periods, certain customer remediation expenses and
enterprise provisions. It also includes Group-wide consolidation entries.
Issuance in Series: Subordinated Instruments will be issued in series (each a “Series”). Each
Series may comprise one or more tranches (“Tranches”) issued on
different Issue Dates. The Subordinated Instruments of each Series will
all be subject to identical terms except that the Issue Date and/or the
amount of the first payment of interest and/or the Issue Price may be
different in respect of different Tranches and a Series may comprise
Subordinated Instruments in more than one denomination. The
Subordinated Instruments of each Tranche will all be subject to identical
terms save that a Tranche may comprise Subordinated Instruments of
different denominations.
Form of Subordinated
Instruments:
Subordinated Instruments shall be issued in bearer form or registered
form. In respect of each Tranche of Subordinated Instruments issued in
bearer form, the Issuer will deliver a temporary global instrument (a
“Temporary Global Instrument”) or (if so specified in the relevant
Pricing Supplement in respect of Subordinated Instruments to which U.S.
Treasury Regulation §1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”) applies
(as so specified in such Pricing Supplement)) a permanent global
instrument (a “Permanent Global Instrument”). Such global instruments
will be either (A) deposited on or before the relevant Issue Date therefor
with a depositary or a common depositary for Euroclear Bank SA/NV
(“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream,
Luxembourg”) and/or any other relevant clearing system or (B) lodged
on or before the relevant Issue Date thereof with a sub-custodian in Hong
Kong for the Central Moneymarkets Unit Service operated by the Hong

11

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

12

the Issuer will in the future exercise any right it may have to redeem any
other outstanding regulatory capital instruments issued by the Issuer. Any
such redemption would also be subject to APRA’s prior written approval
(which may or may not be given).
Early redemption will be permitted (if specified as “Applicable” in the
relevant Pricing Supplement): (A) as mentioned in “Terms and Conditions
of the Subordinated Instruments – Redemption and Purchase – Early
redemption at the option of the Issuer” following notice by the Issuer; (B)
for taxation reasons as mentioned in “Terms and Conditions of the
Subordinated Instruments – Redemption and Purchase – Early
redemption for adverse tax events”; or (C) for regulatory reasons as
mentioned in “Terms and Conditions of the Subordinated Instruments –
Redemption and Purchase – Early redemption for regulatory events”, but
will otherwise be permitted only to the extent specified in the relevant
Pricing Supplement.
Interest: Subordinated Instruments are interest-bearing. Interest may accrue at a
fixed or floating rate and may vary during the lifetime of the relevant
Series.
Denominations: Subordinated Instruments will be issued in such denominations as may
be specified in the relevant Pricing Supplement (provided that the
minimum denomination of each Subordinated Instrument will be
€100,000 (or the equivalent amount in another currency)), subject to
compliance with all applicable legal and/or regulatory and/or central bank
requirements.
In the case of Subordinated Instruments which have a denomination
consisting of the minimum denomination plus a higher integral multiple of
another smaller amount, so long as the Subordinated Instruments are
represented by a Temporary Global Instrument or Permanent Global
Instrument and the relevant clearing system(s) so permit, the
Subordinated Instruments will be tradeable only in the minimum
denomination and higher integral multiples of another smaller amount,
notwithstanding that no definitive Subordinated Instruments will be issued
over a certain denomination (as specified in the relevant Pricing
Supplement).
Conversion: If the Subordinated Instruments are required to be converted on account
of a Non-Viability Trigger Event in accordance with the “Terms and
Conditions of the Subordinated Instruments – Non-Viability, Conversion
and Write-off and – Procedures for Conversion”, depending on the
circumstances, Holders of Subordinated Instruments may receive
Ordinary Shares (as defined in the section entitled “Information
Concerning the Underlying Securities”) in the Issuer or the proceeds from
the sale thereof. If conversion into Ordinary Shares does not occur for
any reason within 5 ASX Business Days after the Non-Viability Trigger
Event Date, the Subordinated Instruments (or a percentage of the
Outstanding Principal Amount of the Subordinated Instruments) will be
written-off. This means that Holders’ rights in relation to Subordinated

13

Instruments (including to payments of interest and accrued interest, and
the repayment of the Outstanding Principal Amount and, where
conversion is the primary method of loss absorption, to be issued with
Ordinary Shares in respect of such Subordinated Instruments) are
immediately and irrevocably written-off and terminated with effect on and
from the Non-Viability Trigger Event Date and it is likely that the Holders
of the Subordinated Instruments will be worse off than holders of Ordinary
Shares.
If any Subordinated Instruments are Converted following a Non-Viability
Trigger Event, it is likely that the Maximum Conversion Number will apply
and limit the number of Ordinary Shares to be issued. In this case, the
value of the Ordinary Shares received is likely to be significantly less than
the Outstanding Principal Amount of the Subordinated Instruments. The
Australian dollar may depreciate in value against the relevant currency
by the time of Conversion. In that case, the Maximum Conversion
Number is more likely to apply.
Information on the
underlying securities:
The Ordinary Shares are admitted to listing and trading on the ASX (for
further information see the section entitled “Information Concerning the
Underlying Securities”).
Taxation: Payments in respect of Subordinated Instruments or Coupons, or upon
or with respect to the issuance of any Ordinary Shares upon any
Conversion of Subordinated Instruments, will be made without
withholding or deduction for any taxes, duties, assessments or
governmental charges of whatsoever nature imposed or levied by or on
behalf of Australia or any political subdivision or any authority thereof or
therein having power to tax, unless the withholding or deduction of such
taxes, duties, assessments or governmental charges is required by law.
In that event, unless specified otherwise in the relevant Pricing
Supplement, the Issuer will (subject to customary exceptions) pay such
additional amounts as will result in the Holders receiving such amounts
as they would have received had no such withholding or deduction been
required. Holders should be aware that the Pricing Supplement prepared
in respect of a Tranche of Subordinated Instruments may modify the
terms and conditions set out herein for that Tranche. This can include, for
example, specifying that the call right of the Issuer, which would ordinarily
apply in the event that the Issuer is required to gross up payments on that
tranche of Subordinated Instruments, will not apply.
Governing Law: Save as provided below, the Subordinated Instruments and all related
contractual documentation will be governed by, and construed in
accordance with, English law. Any matter, claim or dispute arising out of
or in connection with the Subordinated Instruments and all related
contractual documentation, whether contractual or non-contractual, will
be governed by, and determined in accordance with, English law. The
provisions of Conditions 4 (Status of the Subordinated Instruments), 5
(Non-Viability, Conversion and Write-off) and 6 (Procedures for
Conversion) (and the defined terms when used in those Conditions)
which relate to subordination, non-viability, conversion and write-off will

14

be governed by, and construed in accordance with, the laws of New
South Wales, Australia.
Listing: Each Series may be admitted to listing and/or trading on the wholesale
Interest Rate Securities Market of the ASX. Subordinated Instruments
may also be admitted to the Official List of Euronext Dublin and admitted
to trading by Euronext Dublin’s Global Exchange Market and/or to listing
and/or trading by any other competent listing authority and/or stock
exchange as agreed between the Issuer and the relevant Dealer(s) and
specified in the relevant Pricing Supplement or may be issued on the
basis that they will not be admitted to listing and/or trading by any listing
authority and/or stock exchange.
Terms and Conditions: A Pricing Supplement will be prepared in respect of each Tranche of
Subordinated Instruments a copy of which will:
(A) in the case of Subordinated Instruments admitted to listing and/or
trading on the wholesale Interest Rate Securities Market of the ASX or by
any other competent listing authority and/or stock exchange, be lodged
on or with the relevant competent listing authority and/or stock exchange
by the time required by the relevant competent listing authority and/or
stock exchange; and
(B) in the case of Subordinated Instruments to be listed on the Official
List of Euronext Dublin and admitted to trading on Euronext Dublin’s
Global Exchange Market, be delivered to Euronext Dublin and to
Euronext Dublin’s Global Exchange Market as soon as practicable and,
in any event, on or before the closing date for such Subordinated
Instruments.
The terms and conditions applicable to each Tranche will be those set
out herein under “Terms and Conditions of the Subordinated Instruments”
as supplemented, modified or replaced by the relevant Pricing
Supplement.
Enforcement of
Subordinated
Instruments in Global
Form:
In the case of Subordinated Instruments in global form, individual
investors’ rights will be governed by a Deed of Covenant dated 11
November 2020 (as amended, supplemented or replaced from time to
time), a copy of which will be available for inspection at the office of the
Fiscal Agent specified on page 263.
Clearing Systems: Euroclear, Clearstream, Luxembourg, the CMU Service and/or, in relation
to any Subordinated Instruments, any other clearing system as may be
specified in the relevant Pricing Supplement.
Selling Restrictions: For certain restrictions on offers, invitations, purchases, sales and
deliveries of Subordinated Instruments and on the distribution of offering
material in the USA, the EEA, the UK, Australia, Hong Kong, Japan,
France, the Republic of Ireland, Italy, The Netherlands, New Zealand,

15

Singapore, Spain, Switzerland and Taiwan, see the “Subscription and
Sale” section.
Cross default: None.

16

RISK FACTORS
The Issuer believes that the following material factors may affect the ability of the Issuer to fulfil its
obligations under Subordinated Instruments issued under the Programme. In addition, the inability of
Westpac to pay interest, principal or other amounts on or in connection with any Subordinated
Instruments may occur for other reasons.
Prospective investors should consult their own financial and legal advisers about risks associated with
an investment in such Subordinated Instruments and the suitability of investing in such Subordinated
Instruments in light of their particular circumstances.
Factors which could be material for the purpose of assessing the market risks associated with
Subordinated Instruments issued under the Programme are described below.
Words and expressions defined in the “Terms and Conditions of the Subordinated Instruments” below
or elsewhere in this Information Memorandum have the same meanings in this section, unless
otherwise stated. In this section, references to the “Group”, the “Westpac Group”, “we”, “us”, or “our”
refer to Westpac and its subsidiaries unless the context otherwise requires.
1. RISKS RELATING TO OUR BUSINESS
1

1.1 We have experienced, and could in the future experience, information security risks,
including cyberattacks
Our operations depend on the secure processing, storage and transmission of information on
our systems and those of external suppliers. Despite protective measures, including to protect
the confidentiality, availability and integrity of our information, our information assets may face
security breaches, unauthorised access, malware, social engineering, denial of service attacks,
ransomware, destructive attacks, employee misconduct, human error or other external and
internal threats. These could adversely impact our and others’ confidential information and
system availability.
Information security risks are heightened by factors such as new technologies, increased
digitisation, larger volumes of sensitive data, sophisticated cyber crime, supply chain
disruptions, remote and hybrid working, targeting of critical infrastructure providers, geopolitical
tensions, terrorism, state sponsored attacks, and AI-enhanced cyberattacks (which can
increase the speed, breadth, complexity and effectiveness of cyberattacks). These factors could
compromise our information assets and disrupt operations for us, our customers, suppliers and
counterparties.
Adverse events such as data breaches, cyberattacks, espionage and errors (including human-
related), are increasing in frequency and impact, potentially causing financial instability,
reputational damage, service disruption, contagion risk, in addition to economic and non-
economic losses to us, our customers, shareholders, suppliers, counterparties and others. Our

1
A reference to “customer” in this section includes a “member” as appropriate.

17

protective systems and processes have not always been, and may not always be, effective and
human error can occur.
Westpac, our customers and other stakeholders could suffer losses from cyberattacks,
information security breaches or ineffective cyber resilience. Consequences could be severe if
customer data is being held in breach of legal or regulatory obligations and that data is
compromised as part of an information security incident. We may not always predict, prevent
or effectively respond to such incidents, or effectively respond to and/or rectify the resulting
damage. Our suppliers, counterparties, and other parties involved in or who facilitate our
activities, financial platforms and infrastructure as well as our customers’ suppliers and
counterparties are also at risk, which could impact us.
As cyberattacks increase globally, so does the likelihood of regulatory enforcement and legal
actions, including class actions related to information security failures, misleading disclosures,
or deficient responses to incidents.
Consequences of attacks could include damage to technology infrastructure (including data
centres), government intervention, service disruptions, loss of customers and market share,
data loss, cyber extortion, customer remediation and/or compensation, breaches of the law or
other obligations, vulnerability to fraud or scams, litigation, fines, and increased regulatory
scrutiny or other enforcement action.
Such outcomes could negatively affect our business, prospects, reputation, financial
performance or financial condition. As cyber threats evolve, we may need to allocate significant
resources and incur additional costs to enhance our systems, address vulnerabilities or
incidents and respond to regulatory changes.
1.2 We could suffer losses due to geopolitical events
We, our customers and our suppliers operate businesses, engage in trade with and hold assets
in different geographic locations. Significant risks subsist including from geopolitical instability,
conflicts, trade tensions, tariffs, sanctions, social disruption, civil unrest, war, terrorist activity,
acts of international hostility, and complicity with or inaction regarding certain types of crimes.
Such events or the uncertainty related to the potential for such events are and could continue
to directly and indirectly impact our and our customers’ operations, affect domestic and
international economic stability and/or impact consumer and investor confidence, which in turn
could disrupt industries, businesses, service providers and supply chains and ultimately
adversely impact economic activity. Potential outcomes include material labour shortages,
higher energy costs and commodity prices, volatility in markets, damage to property and
disruptions where essential services, logistics and infrastructure are materially impacted. Such
impacts could affect asset values and impact customers’ repayment ability, and our ability to
recover amounts owing. All of these impacts could adversely affect our business, prospects,
financial performance or financial condition. The current global landscape, marked by significant
and prolonged conflicts, increasing protectionist policies (and uncertainties surrounding such
policies) and heightened tensions, risks further intensifying these impacts.
1.3 We could be adversely affected by legal or regulatory change

18

We operate in a highly regulated industry with an environment of sustained legal and regulatory
change and ongoing scrutiny of financial services providers. Our business, prospects,
reputation, financial performance and financial condition have been, and could in the future be,
adversely affected by domestic and international changes to laws, regulations, policies,
supervisory activities, regulator expectations, and industry codes, such as the Banking Code of
Practice.
Such changes may affect how we operate and have altered, and may in the future alter, the
way we provide our products and services, sometimes requiring us to change, suspend or
discontinue our offerings. Industry-wide reviews and inquiries could further reshape laws,
regulations, policy or regulatory expectations. Past and potential effects of such reviews include
limiting our flexibility, requiring us to incur substantial costs (e.g. system changes, incurring
Compensation Scheme of Last Resort levies, liabilities related to scams, fraud or operational
costs relating to scam management or other industry wide issues), absorbing specialist
resources, impacting profitability and requiring us to retain additional capital, which impacts our
ability to pursue strategic initiatives or implement other changes, resulting in us being unable to
increase or maintain market share and/or creating pressure on margins and fees.
A failure to manage legal or regulatory changes effectively and in the timeframes required has
resulted, and could in the future result, in the Group not meeting its compliance obligations. It
could also result in enforcement actions, penalties, fines, civil litigation, capital impacts, and
ultimately loss of or variations to business licences. Frequent and large volumes of regulatory
change also contribute to execution risk, as technology, systems and process updates may not
always be successful in keeping pace and there is heightened risk of flaws, human error or
unintended consequences. Managing these changes may require significant management
attention, costs and resources, including the availability of skilled personnel, which may be
limited.
There is additional information on certain aspects of regulatory changes affecting the Group in
the section entitled “Significant developments” below and the sections entitled “Critical
accounting assumptions and estimates” and “Future developments” in Note 1 to the Issuer’s
consolidated audited annual financial statements for the year ended 30 September 2025 (which
are incorporated by reference in this Information Memorandum).
1.4 We have been and could be adversely affected by failing to comply with laws, regulations
or regulatory policy
We are responsible for complying with all applicable legal and regulatory requirements and
industry codes of practice in the jurisdictions where we operate or obtain funding.
Our compliance and conduct risks are exacerbated by the complexity and volume of regulation,
as well as ongoing regulatory change. These risks increase when there is ambiguity or multiple
ways of interpreting our obligations and rights, conflicting laws between jurisdictions or regimes,
or where there is limited industry consultation or a lack of regulatory guidance, particularly with
respect to new or untested regulations.
Our compliance and conduct management system, which is designed to mitigate these risks,
has not always been, and may not always be, effective. Breakdowns have occurred, and may

19

in the future occur due to factors such as poor judgement, flaws in the design or implementation
of controls or processes, or the implementation of new measures. Such issues can lead to non-
compliance (including failures to meet expectations or obligations to (appropriately) report or
provide information to regulators or customers), potentially resulting in adverse outcomes for
Westpac, our customers or other stakeholders. Ongoing reviews and change programs
continue to identify compliance issues.
Compliance and conduct risk has occurred, and could continue to occur, through the provision
of products and services (including through our platforms) that may not meet legal or regulatory
requirements, third party needs or expectations (including those of our customers, regulators
or the market), especially for vulnerable customers, customers in hardship and indigenous
customers. This risk has occurred, and could continue to occur, from deliberate, reckless,
negligent, accidental or unintentional conduct of our employees, officers, contractors, agents,
authorised representatives, credit representatives, trustees (including of our platforms) and/or
external service providers, resulting in circumvention of, or inadequate implementation of,
controls, processes (including monitoring), policies or procedures. This could occur through a
failure to meet professional obligations (including fiduciary, suitability and responsible lending
requirements), human error or weaknesses in risk culture, corporate governance or
organisational culture or poor product design and implementation (including failing to
adequately code or connect our systems with products, failing in whole or in part to consider
customer needs or selling products and services outside of target markets). Inadequate
supervision and oversight of our distribution channels can heighten these risks. Non-
compliance by our people may negatively impact other employees, leading to outcomes
including litigation and reputational damage. Additionally, third party conduct (e.g. where
customers misrepresent their position on product applications and we have failed to identify it)
may limit our recourse and regulatory outcomes may not be mitigated by third party culpability.
These factors have resulted, and could continue to result, in poor customer outcomes (including
for vulnerable customers and customers in hardship) such as inappropriate charging, failure to
meet contractual, or compliance obligations (or to promptly detect, report and/or remedy non-
compliance), and other outcomes including impacts which may compromise the integrity of the
markets in which we operate or data we report, reputational damage, increased regulatory
surveillance or investigation and employment disputes. We are currently subject to a number
of investigations, reviews and industry inquiries by, and have and continue to respond to a
number of requests from, domestic and international regulators including the Australian
Prudential Regulation Authority (“APRA”), the Australian Securities and Investments
Commission (“ASIC”), the Australian Taxation Office (“ATO”), the Australian Competition and
Consumer Commission (“ACCC”), the Australian Transaction Reports and Analysis Centre
(“AUSTRAC”), the Banking Code Compliance Committee, the Australian Communications and
Media Authority (“ACMA”), the Financial Industry Regulatory Authority, the Australian Financial
Complaints Authority, the Office of the Australian Information Commissioner (“OAIC”), the
Reserve Bank of New Zealand (“RBNZ”), the New Zealand Financial Markets Authority, the
New Zealand Commerce Commission, the Fair Work Ombudsman, the Securities and
Exchange Commission (“SEC”), the Federal Financial Supervisory Authority and the Bank of
Papua New Guinea’s Financial Analysis and Supervision Unit involving significant resources
and costs potentially diverting specialist resources from other work.

20

Regulatory reviews and investigations have, and may in the future, result in a regulator taking
administrative or enforcement action against us and/or our representatives. Regulators have
broad powers and may issue directions (e.g. for product design and distribution and remedial
action), pursue civil or criminal proceedings, seek substantial fines and penalties, and other
compliance or enforcement outcomes. These risks are heightened (and penalties have been
and may be higher) where contraventions are not promptly detected or addressed, where we
fail to meet our obligations (or the expectations of regulators), where there are patterns of
behaviour indicating systemic conduct or where there has been an awareness of
contraventions, especially in areas of heightened regulatory focus, such as vulnerable
customers, customers in hardship and indigenous customers. Additionally, regulatory
investigations may lead to adverse findings against directors and management, including
potential disqualification. The resources allocated to these reviews and investigations can
impede other activities, including change and remediation programs.
APRA can require, and has required, us to hold additional capital either through a capital overlay
or higher risk weighted assets (including in response to a failure to comply with prudential
standards and/or expectations in relation to, for example, stress testing and liquidity
management). Capital overlays could have an adverse impact on our financial performance.
The evolving political and regulatory landscape has seen (and may continue to see) expansion
of regulators’ powers, materially increased civil penalties and fines and increased criminal
prosecutions against institutions and/or their employees and representatives (including where
there is no fault element). This could also result in reputational damage and impact the
willingness of customers, investors and other stakeholders to deal with us. Given our size and
scale of activities, a failure by us may result in multiple contraventions, which could lead to
significant penalties, remedial action and other consequences (e.g. regulatory damage).
Regulatory investigations or actions commenced against the Group have exposed, and may in
the future expose, the Group to an increased risk of litigation brought by third parties (including
through class action proceedings), which may require us to pay (sometimes substantial)
compensation to third parties and/or to undertake further remediation activities. Market
developments suggest there is an expanding scope for potential claims, including in relation to
cyber incidents, financial crime and ESG issues. We have incurred significant remediation costs
on a number of occasions (including compensation payments and costs of correcting issues)
and new issues may arise requiring remediation. We have faced, and may continue to face,
challenges in effectively and reliably scoping, quantifying and implementing remediation
activities (whether or not such activities are prompted by a regulator), including determining
how to compensate impacted parties properly, fairly and in a timely way. Investigation of the
underlying issue may be impeded due to the passage of time, technical system constraints, or
inadequacy of records. Delays in remediation may occur due to factors such as the number of
affected parties and their responsiveness, ongoing investigations or litigation, and regulatory
requirements. Remediation programs may not prevent regulatory action or investigations,
litigation or other proceedings from being pursued, or sanctions being imposed.
Regulatory investigations, inquiries, litigation, fines, penalties, infringement notices,
disclosures, revocation, suspension or variation of conditions of regulatory licences or other
enforcement or administrative action or agreements (such as enforceable undertakings) have
and could, either individually or in aggregate with other regulatory action, adversely affect our

21

business, prospects, reputation, financial performance or financial condition and increase class
action risk.
There is additional information on certain regulatory and other matters that may affect the Group
in the section entitled “Significant developments” below and in Note 25 to the Issuer’s
consolidated audited annual financial statements for the year ended 30 September 2025 (which
are incorporated by reference in this Information Memorandum).
1.5 We have suffered, and in the future could suffer, losses and be adversely affected by the
failure to implement effective risk management
Our risk management framework has not always been, and may not in the future be, fully
effective. Resources allocated to identifying, measuring, evaluating, monitoring, reporting,
controlling or mitigating material risks may sometimes be inadequate. This may arise due to
inadequacies in the design of the framework or key risk management policies, controls and
processes, the design or operation of our remuneration structures and consequence
management processes, technology failures, our corporate structure, incomplete
implementation or embedment, or failure by our people (including contractors, agents,
authorised representatives and credit representatives) to comply with or properly implement our
policies and processes. The potential for these types of failings is heightened if we lack
sufficiently skilled, trained or qualified personnel or capacity, including people, processes and
technology, to appropriately manage risks.
Although we periodically review our risk management framework to determine if it remains
appropriate, all risk management frameworks have inherent limitations (and may also be
ineffective because of weaknesses in risk culture or governance), and some risks may exist or
emerge that we have not anticipated or identified. For example, where there is a lack of
awareness of our policies, controls and processes or where they are not adequately complied
with, monitored, audited or enforced. This may result in poor decision-making or risk and control
weaknesses not being identified, escalated or acted upon.
Risks are measured and monitored against our risk appetite, and when outside of appetite, we
aim to take steps to bring such risks back into appetite, including framework and policy design
improvements. However, bringing risks back within appetite may be delayed or ineffective, due
to factors including complexity, information technology system enhancement delays, staffing
constraints (including where staff are occupied by other regulatory change or remediation
projects), operational failures or external factors beyond our control, resulting in certain risks
remaining outside of appetite for periods of time.
If any of our governance or risk management processes and procedures prove ineffective or
inadequate or are not appropriately implemented or we fail to bring risks into appetite, we may
face sustained or increased regulatory scrutiny and action. While a stronger risk culture fosters
early self-identification and remediation, it may also highlight concerns that trigger further
regulatory action. This may result in financial losses, additional capital requirements,
compliance breaches, fines, reputational damage, and/or significant remediation, which could
adversely affect our business, prospects, financial performance or financial condition.
1.6 We could suffer losses due to technology failures

22

Maintaining the reliability, availability, integrity, confidentiality, security and resilience of our
information and technology is crucial to our business. Despite existing processes to preserve,
monitor and facilitate the availability of and recovery of, our systems, there is a risk that our
information and technology systems may be inadequate, could be compromised, fail to operate
properly or result in outages, including from events wholly or partially beyond our control.
A technology deficiency or failure could lead to failures to meet contractual, legal or compliance
obligations (such as a requirement to issue communications, retain records and/or data for a
certain period, or to destroy records and/or data after a certain period, or other risk
management, privacy, business continuity management or outsourcing obligations). Our
stakeholders, including employees and customers may be adversely affected, including by
being unable to access or be covered by our or a third party’s products or services (or being
inappropriately charged for them), as a result of systems failures, privacy breaches, or the loss
of personal data. This could result in business disruption, reputational damage, financial loss,
remediation costs, regulatory investigations and/or action, or others commencing litigation.
Technology issues in the financial sector can also affect multiple institutions, meaning we could
impact, or be impacted by, other institutions.
The use of legacy systems, as well as work underway to uplift our technological capabilities,
may heighten transfer risks, the risk of a technology failure, change management issues and
the risk of non-compliance with our regulatory obligations or poor customer outcomes. Projects
aimed at simplifying/streamlining our systems (including our UNITE program) will require
significant resources (including specialist expertise) and incur costs. These risks may be
heightened while those projects are being undertaken, or post-implementation where there are
unanticipated outcomes or impacts. These projects may also not be completed on time, may
not deliver the expected benefits or may require further resources or funding than anticipated.
The success of such projects relies in part on having robust governance arrangements and
appropriate oversight at Board and senior executive level. Shortcomings in these areas could
elevate the risk of regulatory non-compliance, poor customer outcomes, delays, increased
costs or demand on resources.
Failure to regularly renew and enhance our technology to deliver new products and services,
comply with regulatory obligations and ongoing regulatory changes, improve automation of
systems and controls, meet our customers’ and regulators’ expectations, or to effectively
implement new technology projects, could result in cost and time overruns, technology failures
(including due to human error in implementation), reduced productivity, outages, operational
failures or instability, compliance failures, reputational damage and/or loss of market share.
1.7 Climate change and other sustainability factors such as human rights and natural capital
may have adverse effects on our business
Climate and other sustainability-related risks have had and are likely to have adverse effects
on us, our customers, external suppliers, and the communities in which we operate. Managing
these risks is challenging given significant uncertainties in modelling and impact assessment.
Climate related risks may manifest as physical risks, transition risks or liability risks.

23

Physical risks include direct risks to us, our customers, suppliers and other stakeholders. These
risks could arise from increases and variability in temperatures, precipitation changes, rising
sea levels, loss of natural capital or biodiversity loss, and more severe and frequent climatic
events, including fires, storms, floods and droughts. Such events could also increase human
rights risk and/or increase customer vulnerability. Impacts may arise through damage,
disruption or changes to business activities, operations, asset values and insurability of assets
(or insurance availability/affordability), resulting in higher costs and/or reduced revenues to
ourselves or customers. In turn, impacts on customers could lead to higher impairment charges
in our lending portfolio.
Transition risks may arise through the transition to a lower carbon economy, which in turn could
impact Westpac through changes such as in consumer behaviour and market sentiment. These
risks may emerge gradually and orderly, or abruptly and disorderly, or a combination of both.
Impacts could result from climate change mitigation efforts, the obsolescence of certain
businesses due to the energy transition, changes in investor appetite, shifting customer
preferences, technology developments and regulatory changes. Such risks could also emerge
through lending to customers facing reduced revenues, asset devaluation and rising costs,
thereby increasing our credit risk. Additionally, Westpac may be impacted by transition risks,
and from adverse effects to the broader economy including as they relate to interest rates,
inflation and growth (or lack thereof).
Our ambition to become a net-zero, climate resilient bank, has led and will continue to lead to
changes in policies and processes which may pose execution risk. Our ability to meet our
ambition and targets depends partly on the broader economy’s orderly transition to net-zero,
which may be impacted by external factors including (but not limited to) government policies,
investment levels, electricity grid capacity, and constraints in the development and supply of
technology, infrastructure and skilled labour. Our transition efforts, including to meet our targets
and commitments, may also be impacted by the challenges faced by customers in executing
their transition plans.
Natural capital loss, referring to the depletion of renewable and non-renewable natural
resources that combine to yield a flow of benefits to people, poses a risk to us. This risk emerges
primarily through our exposure to customers that are materially dependent on or may impact
natural resources. This loss can contribute to, and be accelerated by, climate change.
Increasing recognition and response to this risk also create heightened regulatory and
stakeholder expectations on Westpac.
We may be exposed to social and human rights risks through our products and services,
operations and supply chain. Failure to identify and manage these risks may cause, contribute
to, or be directly linked to adverse social and human rights impacts. This includes the risk that
we provide services to, or rely on services provided by, parties involved in human rights abuses
or criminal activity. There is also the potential exploitation of our platforms and products for illicit
purposes. Our ability to identify, assess, and mitigate these risks may be constrained by a range
of factors including the increasing sophistication of perpetrators.
Data used to assess and manage climate, and other sustainability-related risks continues to
mature. Reliance on third party data (which may not be sufficiently available or reliable), may
affect our decision making, target setting and reporting, and affect our ability to meet our targets

24

and commitments. Associated risks may increase where disclosure of additional data is
required by mandatory reporting.
Actual or perceived failure to adapt our strategy, governance, procedures, systems and/or
controls to manage or disclose climate and other sustainability-related risks and opportunities
(including, for example, perceived misstatement of, or failure to adequately implement or meet,
sustainability claims, commitments and/or targets) may give rise to business, reputational, legal
and regulatory risks. This includes financial and credit risks that may impact our profitability and
outlook, and the risk of regulatory action or litigation (including class actions) against us and/or
our customers.
We may also be subject, from time to time, to legal and business challenges due to actions
instituted by activist or other groups. For example, our financing of businesses that are
perceived to be more correlated with climate-related risks and/or that are considered not to be
managing these issues responsibly have received feedback from some stakeholders and
attracted scrutiny from activists.
Scrutiny from regulators, shareholders, activists and other stakeholders on climate-related risk
management practices, lending policies, targets and commitments, and other sustainability
products, claims and marketing practices will likely remain high. Applicable legal and regulatory
regimes, policies, and reporting and other standards are also evolving. For example, in Australia
and New Zealand, mandatory climate reporting has been introduced, and there is an increased
compliance and enforcement focus by ASIC and the ACCC on a range of issues related to
sustainability and sustainable finance, along with the monitoring/investigation of related claims.
All of this increases compliance, legal and regulatory risks, and costs.
For further detail on the identification, assessment and management of these risks, please refer
to the 2025 Sustainability Report, and the Creating Value for the Community, Creating Value for
the Environment and Risk Management sections of the Issuer’s 2025 Annual Report (which are
not incorporated by reference in this Information Memorandum).
1.8 The failure to comply with financial crime obligations has had, and could have further,
adverse effects on our business and reputation
The Group is subject to a range of financial crime laws across its jurisdictions, including anti-
money laundering and counter-terrorism financing (“AML/CTF”), anti-bribery and corruption,
economic and trade sanctions and tax transparency (collectively, “Financial Crime Laws”).
Financial Crime Laws are complex and impose a diverse range of obligations elevating
regulatory, operational and compliance risks. In certain jurisdictions (e.g. the Pacific region),
financial crime risks are elevated beyond the Group’s risk appetite requiring an appropriate
action plan to reduce risk, and to return within appetite.
The Group must comply with a range of reporting obligations under the Financial Crime Laws,
including international funds transfer instructions, threshold transaction reports, suspicious
matter reports, Foreign Account Tax Compliance Act (“FATCA”) and Common Reporting
Standard (“CRS”) reports. The Group must also ensure that we know who our customers are
and that we have appropriate ongoing customer due diligence in place. The failure to comply

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with Financial Crime Laws has had, and in the future could potentially have, adverse impacts
for the Group.
The Group operates in a constantly evolving landscape, particularly with ongoing legislative
reform impacting Financial Crime Laws, emergence of new payment technologies, increased
regulatory focus on digital assets, and increasing use of economic and trade sanctions to
manage issues of international concern. These developments may require updates to the
Group’s systems, policies, processes and controls to manage emerging financial crime risks for
the Group, including scams, fraud and technology-enabled crime.
The Australian AML/CTF reforms, due to their scale and complexity, will require a multi-year
implementation program involving complex technology, policy and control framework updates.
The Group is actively engaging with AUSTRAC and is progressing the development of a phased
implementation plan. However, implementation risk remains elevated due to the breadth of
change and complexity involved. The industry (including Westpac) has challenges meeting the
legislation’s effective date of 31 March 2026. Notwithstanding AUSTRAC’s acknowledgement
of this and its published regulatory expectations noting that AUSTRAC does not expect
immediate compliance, there is a risk that our implementation program or timeframes will not
be adequate.
Compliance with financial crime obligations remains a regulatory priority. Regulators globally
continue to investigate and take enforcement actions for identified non-compliance, often
seeking significant penalties. Given the scale and complexity of the Group’s operations,
undetected failures or ineffective implementation, monitoring or remediation of a system, policy,
process or control (including a regulatory reporting obligation) has resulted, and could in the
future result, in a significant number of breaches of AML/CTF or other Financial Crime Laws,
which could lead to significant financial penalties and other adverse impacts for the Group, such
as reputational damage and litigation risk.
While the Group has systems, policies, processes and controls in place designed to manage
its financial crime obligations (including reporting obligations), these have not always been, and
may not in the future always be, effective, due to reasons such as control deficiencies,
technology failures or changes in financial crime risks or typologies. Our analysis, reviews and
regulatory feedback, have highlighted that our systems, policies, processes and controls are
not always operating satisfactorily in a number of respects and require improvement. The Group
continues to have an increased focus on financial crime risk management and, as such, further
issues requiring attention have been identified and may continue to emerge.
Although the Group provides updates to various regulators on its remediation and other
program activities, there is no assurance that those or other regulators will agree that its
remediation and program update activities will be adequate or effectively enhance the Group’s
compliance programs.
Failure to comply with financial crime obligations, has resulted, and could in the future result, in
significant regulatory enforcement actions, reputational risks and other consequences as
detailed in other sections of these Risk Factors. There is additional information on financial
crime matters in the section entitled “Significant developments” below.

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1.9 Reputational damage has harmed, and could in the future harm, our business and
prospects
We face reputational risk where our plans, processes, performance and behaviours differ from
the expectations, beliefs and perceptions of our stakeholders.
Our actions, inactions or associations (or those of our customers, employees, suppliers,
contractors, agents, authorised representatives, credit representatives, joint-venture partners,
strategic partners or other counterparties) could result in reputational damage when they cause,
or are perceived to cause, a negative outcome for customers, shareholders, the community or
other stakeholders. This could arise from, for example, failure or perceived failure to adequately
monitor, prevent or respond to community, environmental, social and ethical issues or
expectations or failure to comply with regulatory requirements or expectations. We are also
exposed to contagion risk from incidents in (or affecting) other financial institutions and/or the
financial sector more broadly (e.g. issues affecting the cash-in-transit industry and the potential
for disruption to the availability of cash, as well as flow on consequences including runs on
cash) as well as from others whom we may have relationships with.
Failure, or perceived failure, to address issues that could or do give rise to reputational risk,
has created, and could in the future create, additional legal risk, including regulatory
investigations, regulatory enforcement actions, fines and penalties or litigation or other actions
brought by third parties (including class actions), and the requirement to remediate and
compensate customers, including prospective customers, investors and the market. It could
also result in losing customers or restricting our ability to efficiently access capital markets. This
could adversely affect our business, prospects, financial performance or financial condition.
1.10 We have and could suffer losses due to litigation
Litigation has been, and could in the future be, commenced against us by a range of plaintiffs,
such as customers, shareholders, employees, suppliers, counterparties, activists, receivers and
regulators and may, either individually or in aggregate, adversely affect the Group’s business,
operations, prospects, reputation or financial condition. There could be a range of reasons for
litigation, including allegations relating to failure to comply with contractual, legal or regulatory
requirements.
Recently, there has been an increase in class action proceedings in the broader market, many
of which have resulted in significant monetary settlements. The risk of class actions has been
heightened by a number of factors, including regulatory enforcement actions and willingness
by regulators to commence proceedings, increased regulatory investigations and inquiries,
media scrutiny, increased prospect of regulatory reforms (including those that may eliminate
any actual or perceived barriers to such litigation), and the growth of third party litigation funding.
Class actions commenced against competitors could also lead to similar proceedings against
us and may also impact attitudes of counterparties to Westpac proceedings or Westpac’s
standing more broadly. There has also been an increase in proceedings related to third party
scams and fraud activity, and the bank has been and may be joined to such proceedings, and
an increase in shareholder derivative actions.

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Activism strategies directed at financial institutions, particularly related to climate change,
sustainability, diversity equity and inclusion initiatives and energy transition, have also
increased globally in recent years. These strategies may involve litigation to highlight issues,
enforce legal or regulatory standards, or influence the target’s operations and activities. We are
currently, and may continue to be, exposed to such litigation and/or activist strategies.
Litigation is subject to many uncertainties, and the outcome may not be predicted accurately.
Furthermore, the Group’s ability to respond to and defend litigation may be adversely affected
by inadequate record keeping. The Group’s ability to settle litigation on reasonable terms will
be affected by attitudes of counterparties. Costs will be incurred associated with managing,
responding to and/or defending litigation.
Depending on the outcome of any litigation, the Group has been, and may in the future be,
required to comply with broad court orders, including compliance orders, adverse publicity
orders, enforcement orders or otherwise pay significant damages, fines, penalties or legal
costs. The actual amount paid following a settlement or determination by a Court for any legal
proceedings may be materially higher or lower than any relevant provision (where applicable)
or that any contingent liability may be larger than anticipated. There is also a risk that additional
litigation or contingent liabilities arise, all of which could adversely affect our business,
prospects, reputation, financial performance or financial condition.
There is additional information on certain legal proceedings that may affect the Westpac Group
in Note 25 to the Issuer’s consolidated audited annual financial statements for the year ended
30 September 2025 (which are incorporated by reference in this Information Memorandum).
1.11 We are exposed to adverse funding market conditions
We rely on deposits and global funding markets to fund our business and source liquidity. Our
funding costs are subject to funding market and general economic and geopolitical conditions,
in addition to our credit profile.
Funding market conditions, and the behaviour of market participants, can shift significantly over
very short periods of time, resulting in extreme volatility, disruption and decreased liquidity. The
main risks we face relate to reduced market confidence, market access, appetite for exposure
to Westpac; increased cost of funding; and impacts from deterioration in macroeconomic
conditions. Additionally, shifts in investment preferences could result in deposit withdrawals,
increasing our reliance on other funding sources. These other sources may offer lower levels
of liquidity at higher costs.
If market conditions deteriorate due to economic, political, regulatory, or other reasons
(including those idiosyncratic to Westpac), there may be a loss of confidence in bank deposits,
leading to unexpected withdrawals. These events can transpire quickly and be exacerbated by
information transmission on social media. This could increase funding costs, constrain our
liquidity, funding and lending activities and threaten our financial solvency. In such events, even
robust levels of capital may not be sufficient to safeguard Westpac against detrimental loss of
funding.

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If our current sources of funding become insufficient, we may need to seek alternatives, subject
to market conditions, our credit ratings, reputation and confidence issues, and market capacity.
These alternatives may be more expensive or on unfavourable terms. If we are unable to source
appropriate funding, we may be forced to reduce or suspend business activities (e.g. lending)
or operate with smaller liquidity buffers. If we are unable to source funding or generate liquidity
for an extended period, we may not be able to pay our debts as and when they fall due or meet
other contractual obligations. These outcomes may adversely affect our financial performance,
liquidity, capital resources or financial condition.
We also enter into collateralised derivative obligations, which may require us to post additional
collateral based on market movements. This has the potential to adversely affect our liquidity
or ability to use derivatives to hedge interest rate, currency and other financial risks.
1.12 We could be adversely affected by the risk of inadequate capital levels
The Group is subject to the risk of an inadequate level or composition of capital to support
business activities, meet regulatory capital requirements under normal or stressed conditions,
and to maintain our solvency. Even robust levels of capital may not be sufficient to ensure our
ongoing sustainability in the event of a bank run, where depositors quickly withdraw funds
because of concerns about bank failure.
Our capital levels are determined by regulation and risk appetite and informed by stress testing.
We establish buffers on regulatory requirements to maintain capital adequacy during stressed
periods by considering factors such as our balance sheet, forecasts, portfolio mix, potential
capital headwinds (including real estate valuations, inflation and rising interest rates) and
stressed outcomes. Stress testing models and assumptions may or may not accurately predict
the nature and magnitude of particular stress events. The macroeconomic environment,
stressed conditions and/or regulatory framework could result in a material increase to risk
weighted assets, impact our capital adequacy, trigger capital distribution constraints, threaten
our financial viability and/or require a highly dilutive capital raise.
Capital distribution constraints apply when an ADI’s Common Equity Tier 1 (“CET1”) Capital
ratio is within the prudential capital buffer range (consisting of the Capital Conservation Buffer
plus any Countercyclical Capital Buffer). Such constraints could impact future dividends and
distributions on Additional Tier 1 (“AT1”) capital instruments, noting APRA’s intention to phase
out AT1 capital instruments effective 1 January 2027. Should AT1 and Tier 2 capital securities
that we have issued be converted into ordinary shares (for example where our CET1 ratio falls
below a certain level or APRA determines we would become non-viable without conversion of
capital instruments or equivalent support), this could significantly dilute the value of existing
ordinary shares. See further discussion in the section entitled “Significant developments” below.
1.13 Our business is substantially dependent on the Australian and New Zealand economies,
and could be adversely affected by a material downturn or shock to these economies or
other financial systems
Our revenues and earnings are dependent on domestic and international economic activity,
business conditions and the level of financial services our customers require. Most of our
business is conducted in Australia and New Zealand so our performance is influenced by the

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level and cyclical nature of activity in these countries. The financial services industry and capital
markets have been, and may continue to be adversely affected by volatility, global economic
conditions (including inflation and rising interest rates), external events, geopolitical instability,
political developments, cyberattacks or a major systemic shock.
Market and economic disruptions (or the possibility of interest rates remaining higher for longer
than anticipated) could cause consumer and business spending to decrease, unemployment to
rise, demand for our products and services to decline and credit losses to increase, thereby
reducing our earnings. These events could undermine confidence in the financial system,
reduce liquidity, impair access to funding and adversely affect our customers and
counterparties. Conversely, an environment with falling interest rates could reduce margins and
impact earnings.
Given Australia’s reliance on exports, a slowdown in economic growth or change in policy
settings of Australia’s major trading partners, which may be caused by their foreign policies
(including the adoption of protectionist trade measures such as tariffs or sanctions) could
negatively impact the Australian economy. This could result in reduced demand for our products
and services and affect supply chains, the level of economic activity and the ability of our
borrowers to repay their loans.
The nature and consequences of any such events are difficult to predict but each of these
factors could adversely affect our business, prospects, financial performance or financial
condition.
1.14 Declines in asset markets could adversely affect our operations or profitability and an
increase in impairments and provisioning could adversely affect our financial
performance or financial condition
Declines in asset markets, including equity, bond, interest rates, foreign exchange, commodities
and property markets, have adversely affected, and could in the future adversely affect, our
operations and profitability. Declining asset prices including as a result of changes in fiscal or
monetary policies or changes in legislation, could also impact customers and counterparties
and the value of security (including residential and commercial property) we hold. This may
impact our ability to recover amounts owing to us if customers or counterparties default. It may
also affect our impairment charges and provisions, in turn impacting our financial performance,
financial condition and capital levels. Declining asset prices could also impact our wealth
management business as its earnings partly depend on fees based on the value of securities
and/or assets held or managed.
Credit risk may arise from foreign exchange restrictions or nationalisation of borrowers, which
could impair asset values or repayment capacity in offshore jurisdictions. Credit risk also arises
from potential counterparty default in derivative, clearing and settlement contracts we enter into.
Such risk may also arise from our dealings in, and holdings of, debt securities issued by other
institutions, government agencies or sovereigns, the financial conditions of which may be
affected to varying degrees by economic conditions in global financial markets.
We establish provisions for credit impairment based on accounting and regulatory standards
using current information and our expectations. If economic conditions deteriorate beyond our

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expectations, some customers and/or counterparties could experience higher financial stress,
leading to an increase in impairments, defaults and write-offs, and higher provisioning beyond
current modelled outcomes. Changes in regulatory expectations or requirements in relation to
the treatment of customers, for example in hardship, could lead to increased impairments
and/or higher provisioning. Such events could adversely affect our liquidity, capital resources,
financial performance or financial condition.
1.15 We could be adversely affected by the failure to maintain our credit ratings
Credit ratings are independent opinions on our creditworthiness. Our credit ratings can affect
the cost and availability of our funding and may be important to investors, certain institutional
customers and counterparties when evaluating their investments in the Group, our products
and services.
A rating downgrade could be driven by a downgrade of Australia’s sovereign credit rating, a
material weakening in our financial performance, or one or more of the risks identified in this
section or by other events including regulatory changes or changes to the methodologies rating
agencies use to determine credit ratings. A credit rating or rating outlook could be downgraded
or revised where credit rating agencies believe there is a very high level of uncertainty on the
impact to key rating factors from a significant event.
A downgrade to our credit ratings could adversely affect our cost of funds, collateral
requirements, liquidity, competitive position, our access to capital markets and our financial
stability. The extent and nature of these impacts would depend on various factors, including the
extent of any rating change, differences across agencies (split ratings) and whether competitors
or the sector are also impacted.
1.16 We face intense competition in all aspects of our business
The financial services industry is highly competitive, with a range of firms, including retail and
commercial banks, investment banks, other financial service companies, fintech companies
and businesses in other industries with financial services aspirations (including those who are
not subject to the same capital and regulatory requirements or who derive substantial revenue
from other markets, which may allow them to operate more flexibly and with lower costs of
funds).
Emerging competitors are also increasingly altering the competitive environment by adopting
new business models or seeking to use new technologies to disrupt existing business models.
Increased scrutiny by regulators in the sector and other legislative reforms may also change
the competitive environment by stimulating competition and improving customer choice. It may
also prompt increased competition from new and existing firms.
Competition in the various markets we operate in has led, and may continue to lead, to a decline
in our margins or market share.

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Deposits fund a significant portion of our balance sheet and have been a relatively stable source
of funding. If we fail to successfully compete for deposits, we may face increased funding costs,
leading us to seek access to other types of funding, or result in reduced lending.
Our ability to compete depends on our ability to offer products and services that attract and
retain customers and meet their evolving preferences and expectations. Failure to adapt could
result in lost customers, which could negatively impact our business, prospects, financial
performance or financial condition.
1.17 We have suffered, and could continue to suffer, losses due to operational risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people
and systems or from external events. It includes, among other things, model, data, operations,
change execution and third party risks. While we have policies, processes and controls to
manage these risks, they have not always been, or may not be, effective.
Ineffective processes and controls (including those of contractors, agents, authorised
representatives, credit representatives, customers, trustees, brokers, independent financial
advisers and other third parties, or inadequate monitoring, supervision and oversight of their
activities or of our employees’ activities) have resulted in, and could continue to result in,
adverse outcomes (including financial or otherwise) for Westpac, our customers, trustees,
employees or other third parties.
Operational breakdowns can occur if measures are implemented too quickly (including without
sufficient validation), or not quickly enough, in response to external events, potentially leading
to financial losses, customer remediation, regulatory scrutiny and intervention, fines, penalties
and capital overlays and, depending on the nature of the failure, litigation, including class action
proceedings.
Examples of operational risks include:
(A) Fraud and scams. We have incurred, and could in the future incur, losses from fraud
and scams, including fraudulent applications for loans, products or services (including
misrepresentations by customers (or their representatives) or brokers), incorrect or
fraudulent payments or (mis)conduct (including through the use of platforms, funds,
portfolios or accounts to commit investment scams or frauds, whether or not as a result
of unauthorised access to our systems or our customer accounts), and misuse of
accounts by money mules. Our representatives, such as our employees, may be
involved including knowingly or unknowingly. Such losses, including the potential for
additional customer or other third party compensation, increased levies and financial
penalties (including for non-compliance), could increase significantly due to regulatory
change. This includes if the Group does not adhere to obligations set out in or further
to the Scams Prevention Framework within the Competition and Consumer Act 2010
(Cth), which was introduced by the Scams Prevention Framework Act 2025 (Cth).
Fraudulent conduct can also arise where identification records are compromised due
to third party cybersecurity events. Our risks are heightened by real-time transaction
capability, and we are also exposed to contagion risk from incidents affecting other
organisations. If systems, procedures and protocols for preventing and managing fraud,

32

scams or improper access (including for improper or non-compliant purposes) to our
systems and customer accounts fail, or are inadequate or ineffective, they could lead
to losses which could adversely affect Westpac, our customers, business, prospects,
reputation, financial performance or financial condition. Regulatory and compliance
requirements can impede the ability to swiftly identify or respond to a fraud or scam, or
to communicate with affected parties.
(B) Records management. A failure to adequately implement and monitor effective records
management policies and processes could impact our ability to safeguard information,
locate records, respond to regulatory notices, conduct remediation, and meet record
retention, protection and destruction obligations. Where there are inadequacies in
implementation of the records management lifecycle in our systems or embedding
records management across the Group, these risks are further heightened. Where
records are not adequately protected or retained for longer than required this could
increase the impacts of cyber and privacy incidents such as data breaches.
(C) Artificial Intelligence (“AI”). As AI adoption to support our customers and business
increases, we may become more exposed to risks associated with the use of this
technology, such as lack of transparency, over-reliance on a limited number of vendors,
inaccurate data input, unintentional bias, breaches of confidentiality and privacy
obligations, inaccurate or opaque outputs and unexplainable decisions, amplifications
of biases or other unintended consequences that are inconsistent with our policies or
values. In addition, failure or delays in adopting AI could lead to competitive
disadvantages or otherwise not leveraging capability that could support management
of risk or improve customer outcomes. Leveraging AI could have financial, regulatory,
conduct, reputational and customer impacts.
(D) Third party. We rely on third parties, both in Australia and overseas, to provide services
to us and our customers. Failures by these third parties, including our authorised
representatives and credit representatives, to deliver services as required and in
accordance with law, regulation and regulatory expectations could disrupt our ability to
provide products and services and adversely impact our customers, operations,
financial performance or reputation. For example, we rely on third parties to provide
cash transport, handling and storage services. Reduced demand for cash, disruptions
or other issues (including legal or regulatory changes, litigation, claims, industrial action
or the viability or solvency of providers) impacting the cash-in-transit (“CIT”) industry,
exposes us to operational risk including loss of (or delays in accessing) significant
amounts of cash held by CIT providers on our behalf (this risk is exacerbated for us as
we currently provide commercial cash distribution for the industry under an
arrangement with one key industry participant which terminates in July 2026), reduced
availability of cash in the system generally (which could lead to a run on cash), potential
increased costs (for example, to enable us/third party providers to meet legal or
regulatory requirements), and related consequences where we or our customers suffer
loss or damage due to disruptions to CIT services.
(E) Change execution. We face risks in delivering technology and other change programs
(such as our UNITE program), including that a change program fails to deliver the
desired outcomes, or fails to reduce, pre-empt, mitigate and manage the challenges

33

associated with transformation delivery. If our technology systems or financial
infrastructure do not operate correctly, this may also cause loss or damage to us or our
customers. This can also arise from complexities in our systems, and the interaction
between those systems. This could include, for example, where systems issues result
in incorrect fees or charges being applied to customers, or other poor customer
outcomes. All these issues could potentially lead to transfer risks, cost and time
overruns, business disruptions and delays, product governance failures, technology
challenges, financial losses, customer remediation and retention issues, regulatory
scrutiny and intervention, capital overlays and litigation.
(F) Insurance coverage. There is a risk that we will not be able to obtain and/or have not
obtained appropriate insurance coverage for the risks that we may be exposed to. This
could be due to lack of available or adequate insurance, an increase in the cost of
insurance, or failure of the insurance underwriter. If an insurance policy is not available
or does not respond to a loss, we will not have the ability to recover such loss from an
insurance policy.
1.18 We could suffer losses due to market volatility
Market risk is the risk of an adverse impact on the Group’s financial performance, financial
position, capital and liquidity, resulting from changes in market factors, such as foreign
exchange rates, commodity prices, credit spreads and interest rates. Market risk is present in
both banking book and trading book. We are exposed to market risk due to our financial markets
businesses, asset and liability management, our holdings in liquid asset securities, dependence
on accessing capital markets and our defined benefit plan.
Changes in market factors could be driven by a variety of developments including economic
disruption, geopolitical events, trade tensions, market liquidity or concerns relating to major
market participants or sectors. The resulting market volatility could potentially lead to losses
and may adversely affect our financial performance and capital position.
As a financial intermediary, we underwrite listed and unlisted debt securities. We could suffer
losses if we fail to syndicate or sell down this risk to others. This risk is more pronounced in
times of heightened market volatility.
1.19 Poor data quality could adversely affect our business and operations
Having accurate, complete and reliable data, supported by appropriate data controls, retention
and, destruction methods and access to internal frameworks and processes, is critical to the
effective operation of our businesses. Data plays a key role in determining how we provide
products and services to customers, the effectiveness of our systems and risk management
frameworks, strategic planning and our ability to make effective decisions.
Some of our businesses are, and may continue to be, affected by poor data quality and/or
limited data availability due to a number of factors, including inadequacies across systems,
processes and policies, or ineffectively implemented data management frameworks.

34

This could lead to poor customer service outcomes, adverse risk management outcomes,
deficient system outputs and processes. This is because data quality inadequacies render such
data unreliable to assist in making informed business decisions. Deficiencies with internal
systems and processes could negatively impact our decision-making in areas such as the
provision of credit to a customer, and the terms on which a credit facility is provided. The
production of accurate data is also critical for other functions across the Group, such as financial
and other reporting (internal and external).
Poor data quality and availability impacts our ability to effectively monitor and manage
operations across the Group, comply with production notices, respond to regulatory notices,
defend and respond to litigation and conduct remediation activities. Conflicting data retention
or destruction obligations may increase such risks.
Poor data and/or poor data retention/destruction methods and deficient controls that result in
control gaps and weaknesses could negatively impact our ability to meet compliance obligations
(including regulatory reporting obligations). Previously, this has led to regulatory investigations
or adverse findings and actions against the Group, and such risks remain if we fail to maintain
an acceptable level of data quality and effective oversight practices.
Our data related frameworks and processes must be continuously reviewed, and improved
where required, to ensure our data quality and data management practices remain relevant, fit
for purpose and sustainable. This is because outdated or unsustainable practices may lead to
inefficient data management practices and/or poor quality data.
Potential consequences from holding poor quality data and/or having poor data oversight and
controls include adverse impacts to the Group’s ability to effectively operate our existing
businesses, securing prospective business from third parties, and our reputation, financial
performance and financial condition.
1.20 Certain strategic decisions may have adverse effects on our business
We evaluate and implement strategic decisions, priorities and objectives including opportunities
to simplify or streamline, diversify or innovate our business or products. These activities can be
complex, costly and may not proceed as planned. For example, we may experience difficulties
completing certain transactions, separating or integrating businesses in the scheduled
timeframe or at all, disruptions to operations, diversion of management resources or higher than
expected transaction costs, impacts on third parties, and there may be differing market views
about a strategic choice, which may cause reputational damage.
Any failure to successfully divest businesses may expose us to higher operating costs and
higher inherent risks in those businesses. Decisions to retain businesses may also expose us
to the higher inherent risks in those businesses. For example, our Pacific businesses face
several risks including heightened operational, sovereign, financial crime and exchange control
risks which could adversely affect our customers, business, prospects, reputation, financial
performance or financial condition. In divesting businesses, we have given (and could in future
divestments give) warranties and indemnities in favour of counterparties relating to certain pre-
completion matters and certain other commitments, including in relation to transitional services.
These could result in a liability to make significant payments to these counterparties while these

35

obligations remain on foot. To manage risks related to conduct and customer redress
associated with divestments, we hold additional operational risk capital pursuant to APRA’s
published guidance. These contingent liabilities are described in Note 25 to the Issuer’s
consolidated audited annual financial statements for the year ended 30 September 2025 (which
are incorporated by reference in this Information Memorandum).
Acquiring and investing in businesses also carries risks and costs, including underperformance,
assumption of unknown and unaccounted for liabilities, regulatory risks or overvaluation of a
target business.
Operational, cultural, governance, compliance and risk appetite differences between us and an
acquired business may lead to longer and costlier integration.
Internal factors, for example, inadequate funding, resourcing, business capabilities or operating
model, or failing to identify, understand or respond effectively to changes in the external
business environment, including economic, geopolitical, regulatory, consumer sentiment,
technological, environmental, social and competitive factors, may hinder successful strategy
implementation. This could adversely affect us, including our ability to increase or maintain
market share or resulting pressure on margins and fees.
These risks could negatively impact our business, growth prospects, reputation, engagement
with regulators, financial performance or financial condition.
1.21 Other risks:
(A) Failure to recruit and retain key executives, employees and Directors with
appropriate skills and qualifications may have an adverse effect on our business,
prospects, reputation, financial performance or financial condition. Macro-
environmental factors including unemployment rates, migration levels and the level of
competition in the talent market may also have an adverse impact on attracting
specialist skills for the Group. In particular, attracting and retaining employees with skills
and experience in technology related fields – such as cyber security and AI – is critical
in the coming years.
(B) Changes to the critical accounting assumptions and estimates (outlined in Note
1 to the Issuer’s consolidated audited annual financial statements for the year
ended 30 September 2025) could expose the Westpac Group to losses greater
than those anticipated or recognised, which could adversely affect our financial
performance, financial condition and reputation.
2. RISKS RELATED TO THE MARKET GENERALLY
2.1 The secondary market generally
Subordinated Instruments may have no established trading market when issued, and one may
never develop. If a market does develop, it may not be very liquid. Therefore, investors may not
be able to sell their Subordinated Instruments easily or at prices that will provide them with a
yield comparable to similar investments that have a developed secondary market. This is

36

particularly the case for Subordinated Instruments that are especially sensitive to interest rate,
currency or market risks, are designed for specific investment objectives or strategies or have
been structured to meet the investment requirements of limited categories of investors. These
types of Subordinated Instruments would generally have a more limited secondary market and
more price volatility than conventional debt securities. Illiquidity may have a severely adverse
effect on the market value of Subordinated Instruments.
2.2 Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Subordinated Instruments in the Specified
Currency. This presents certain risks relating to currency conversions if an investor’s financial
activities are denominated principally in a currency or currency unit (the “Investor’s Currency”)
other than the Specified Currency. These include the risk that exchange rates may change
significantly (including changes due to devaluation of the Specified Currency or revaluation of
the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s
Currency may impose or modify exchange controls. An appreciation in the value of the
Investor’s Currency relative to the Specified Currency would decrease (A) the Investor’s
Currency-equivalent yield on the Subordinated Instruments, (B) the Investor’s Currency-
equivalent value of the principal payable on the Subordinated Instruments and (C) the Investor’s
Currency-equivalent market value of the Subordinated Instruments.
Government and monetary authorities may impose (as some have done in the past) exchange
controls that could adversely affect an applicable exchange rate. As a result, investors may
receive less interest or principal than expected, or no interest or principal.
2.3 Credit or corporate ratings may not reflect all risks
One or more independent rating agencies may assign ratings to the Subordinated Instruments
and/or the Issuer. The ratings may not reflect the potential impact of all risks related to structure,
market, additional factors discussed in this section, and other factors that may affect the value
of the Subordinated Instruments or the standing of the Issuer. A credit rating and/or a corporate
rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn
by the rating agency at any time.
3. RISKS RELATED TO SUBORDINATED INSTRUMENTS GENERALLY
3.1 The Subordinated Instruments are loss absorption instruments that involve risk and may
not be a suitable investment for all investors
The Subordinated Instruments are loss absorption instruments designed to comply with
applicable Australian banking regulations and involve certain risks. Each potential investor in
the Subordinated Instruments must determine the suitability (either alone or with the help of a
financial adviser) of an investment in the Subordinated Instruments in light of its own
circumstances. In particular, each potential investor should understand thoroughly the terms of
the Subordinated Instruments, such as the provisions governing the Conversion or Write-off,
including under what circumstances a Non-Viability Trigger Event could occur. Further, any
regulatory or legislative change introduced due to the phase out of Additional Tier 1 Capital may
result in no other junior ranking subordinated instruments being on issue to absorb losses

37

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

38

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

39

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

40

any such action may increase the risk that Holders receive only the Maximum Conversion
Number and so adversely affect the position of Holders.
However, even if Conversion is the primary method of loss absorption, the Subordinated
Instruments may, in certain circumstances, still be subject to Write-off. See “Termination of
rights where Conversion does not occur or if Write-off is the primary method of loss absorption”
below.
3.6 Ordinary Shares
While the Issuer currently has Ordinary Shares listed on the ASX, the Ordinary Shares issued
on Conversion may not be listed, for example, if the Issuer is acquired by another entity and
delisted. The Ordinary Shares may not be able to be sold at prices representing their value
based on the VWAP. In particular, the VWAP will be based on trading days which occurred
immediately before the occurrence of the Non-Viability Trigger Event.
Ordinary Shares are a different type of investment to the Subordinated Instruments. Dividends
are payable at the absolute discretion of the Issuer and the amount of each dividend is also
discretionary. In a Winding-Up, claims of holders of Ordinary Shares rank behind claims of
holders of all other securities and debts of the Issuer. There may be no market in Ordinary
Shares received on Conversion and investors may not be able to sell the Ordinary Shares at a
price equal to the value of their investment or at all and as a result may suffer a loss.
Furthermore, the market price of Ordinary Shares may be more sensitive than that of
Subordinated Instruments to changes in the Issuer’s performance, operational issues and other
business issues.
Potential investors in Subordinated Instruments should understand that if a Non-Viability Trigger
Event occurs and Subordinated Instruments are Converted, investors are obliged to accept
Ordinary Shares or have such Ordinary Shares issued to a Sale and Transfer Agent to be
delivered or sold on their behalf.
3.7 Order of Conversion of Relevant Securities
If the Issuer is only required to convert a certain amount of Relevant Securities, the Issuer will
determine the amount of Subordinated Instruments which will be Converted or Written-off and
other Relevant Securities which will be converted, written-off or written-down as follows:
(A) first, the Issuer will convert, write-off or write-down an amount of the outstanding
principal amount of all outstanding Relevant Tier 1 Securities (if any) before Conversion
or Write-off of the Subordinated Instruments; and
(B) second, if conversion, write-off or write-down of those Relevant Tier 1 Securities is not
sufficient, the Issuer will Convert or Write-off the Subordinated Instruments and convert,
write-off or write-down other Relevant Tier 2 Securities, on a pro-rata basis or in a
manner that is otherwise, in the opinion of the Issuer, fair and reasonable (subject to
such adjustments as the Issuer may determine to take into account the effect on
marketable parcels and the need to round to whole numbers of Ordinary Shares and

41

the authorised denominations of any Relevant Tier 2 Securities remaining on issue, and
the need to effect the conversion, write-off or write-down immediately),
but such determination will not impede the immediate Conversion or Write-Off of the relevant
Subordinated Instruments or percentage of the Outstanding Principal Amount of each
Subordinated Instrument or, if applicable, termination of the relevant Holders’ rights and claims.
However, the Issuer has no obligation to have or maintain on issue Relevant Tier 1 Securities
and any regulatory or legislative change introduced due to the phase out of Additional Tier 1
Capital may result in less or no Relevant Tier 1 Securities being on issue which are required to
be converted, written-off or written-down ahead of Subordinated Instruments and other
Relevant Tier 2 Securities. The Issuer gives no assurance that there will be any Relevant Tier
1 Securities on issue prior to or at the time at which the Subordinated Instruments may be
required to be Converted or Written-off.
3.8 Termination of rights where Conversion does not occur or if Write-off is the primary
method of loss absorption
If Conversion of a Subordinated Instrument (or a percentage of the Outstanding Principal
Amount of the Subordinated Instrument) does not occur for any reason within 5 ASX Business
Days after the Non-Viability Trigger Event Date (including, for example, due to applicable law,
order of a court or action of any government authority, including regarding the insolvency,
Winding-Up or other external administration of the Issuer or as a result of the Issuer’s inability
or failure to comply with its obligations under the Terms and Conditions of the Subordinated
Instrument in relation to Conversion), or if Write-off is specified in the Pricing Supplement as
being the primary method of loss absorption, then the Subordinated Instrument (or a percentage
of the Outstanding Principal Amount of the Subordinated Instrument to be Converted or Written-
off) will be Written-off and the rights of Holders in relation to such Subordinated Instrument
(including to payments of interest and accrued but unpaid interest, and the repayment of the
Outstanding Principal Amount and, where Conversion is the primary method of loss absorption,
to be issued with Ordinary Shares in respect of such Subordinated Instruments) will be
immediately and irrevocably written-off and terminated with effect on and from the Non-Viability
Trigger Event Date and investors will lose all or some of their investment, will not receive any
compensation and will likely be worse off than holders of Ordinary Shares.
3.9 In certain circumstances, an investor holding Subordinated Instruments subject to
Conversion may not receive Ordinary Shares, only the proceeds thereof, as the Ordinary
Shares would be issued upon Conversion to a Sale and Transfer Agent for immediate
sale, which sale is likely to occur when market conditions are not favourable
lf Subordinated Instruments are held by the operator of a Clearing System, then in respect of a
Non-Viability Trigger Event Date:
(A) provided a Clearing System Participant has provided the Issuer and, if appointed, the
relevant Sale and Transfer Agent with certain details relating to its holding of Ordinary
Shares (such as name, address and security account details) by the Clearing System
Cut-Off Date (which will be specified in the Pricing Supplement) the Clearing System
Participant will be entitled to receive the Ordinary Shares; or

42

(B) the Clearing System Participant will receive the proceeds of the sale of the Ordinary
Shares from one or more Sale and Transfer Agents,
in accordance with the Terms and Conditions of the Subordinated lnstruments. If a Clearing
System Participant fails to provide the required information, notifies the Issuer that it does not
wish to receive Ordinary Shares on or prior to the Clearing System Cut-off Date, or would be
an Ineligible Holder, the Clearing System Participant will not be entitled to receive Ordinary
Shares and will instead receive the proceeds of their sale (after deducting any applicable
brokerage fees, stamp duty and other taxes (including, without limitation, FATCA Withholding)
and charges) by a Sale and Transfer Agent.
It is expected that all Subordinated Instruments will be held by one or more Clearing System
Participants (and will be held for so long as the Subordinated Instruments are represented by
a Temporary Global Instrument or Permanent Global Instrument).
In certain circumstances including, for example, where Subordinated lnstruments are held by
an Ineligible Holder or a Holder has notified the lssuer that it does not wish to receive Ordinary
Shares on Conversion, then, on a Non-Viability Trigger Event Date, such Holder's rights
(including to payments of interest and accrued interest and the repayment of the Outstanding
Principal Amount and, where Conversion is the primary method of loss absorption, to be issued
with Ordinary Shares in respect of such Subordinated Instruments) in relation to each
Subordinated Instrument will be immediately and irrevocably written off and terminated. The
lssuer will in these circumstances issue the Conversion Number of Ordinary Shares to one or
more Sale and Transfer Agents to hold on trust for sale for the benefit of the Holder.
An “Ineligible Holder” is:
(i) a Holder who is prohibited or restricted by any applicable law or regulation in
force in Australia from being offered, holding or acquiring Ordinary Shares. This
would include, but is not limited to, restrictions under Chapter 6 of the
Corporations Act 2001, the Foreign Acquisitions and Takeovers Act 1975 of
Australia, the Financial Sector (Shareholdings) Act 1998 of Australia and Part
lV of the Competition and Consumer Act 2010 of Australia; or
(ii) a Foreign Holder. A “Foreign Holder” is a Holder (a) whose place of residence
is outside Australia or (b) who the lssuer otherwise believes may not be a
resident of Australia and, in either case, the lssuer is not satisfied that the laws
of both the Commonwealth of Australia and the Holder’s country of residence
would permit the unconditional offer to, or the unconditional holding or
acquisition of Ordinary Shares by, the Holder (although the lssuer is not bound
to enquire and any decision is in its sole discretion).
Where the Ordinary Shares are issued to one or more Sale and Transfer Agents, the Sale and
Transfer Agent will have no duty to seek a fair market price, or to engage in an arm’s length
transaction in such sale, and may not be able to sell the Ordinary Shares at all. In addition,
market conditions are likely to have deteriorated following the Non-Viability Trigger Event that
caused the Conversion and their market value may be significantly less than the value of the
Subordinated Instruments.

43

To enable the Issuer to issue Ordinary Shares to a Holder on Conversion, Holders need to have
appropriate securities accounts in Australia for the receipt of Ordinary Shares and to provide to
the Issuer or, if appointed, the Sale and Transfer Agent, prior to the Clearing System Cut-Off
Date specified in the Pricing Supplement, their name and address and certain security holder
account and other details. Holders should understand that a failure to provide this information
to the Issuer or, if appointed, the Sale and Transfer Agent, by the Clearing System Cut-Off Date
may result in the Issuer issuing the Ordinary Shares to the Sale and Transfer Agent who will
sell the Ordinary Shares and pay the net proceeds to the Holders. In this situation, Holders will
have no rights against the Issuer in relation to the Conversion and will not be able to trade in
any Ordinary Shares issued to the Sale and Transfer Agent.
3.10 The Issuer may fail to pay principal, interest or other amounts and there are limited
remedies available for an Event of Default
There is a risk that the Issuer may default on payment of some or all of the principal, interest or
other amounts payable on the Subordinated Instruments. If the Issuer does not pay some or all
of the principal, interest or other amounts payable on the Subordinated Instruments, Holders
may lose some or all of the money invested in Subordinated Instruments.
The remedies available to Holders in the event of non-payment are limited. Failure to pay
because the Solvency Condition is not satisfied is not an Event of Default.
If an amount is not paid in circumstances where the Solvency Condition has been satisfied, that
is an Event of Default and the Holder may institute proceedings:
(A) to recover any amount then due and payable but unpaid on its Subordinated Instrument
(subject to the Issuer being able to make the payment and remain Solvent);
(B) to obtain an order for specific performance of any other obligation in respect of its
Subordinated Instrument; or
(C) for a winding-up of the Issuer in Australia.
There is a risk that the entire amount owed may not be recovered even if the Holder institutes
proceedings against the Issuer. Further, although the Terms and Conditions may specify certain
remedies (for example, seeking an order for the winding-up of the Issuer in Australia), the grant
of those remedies may be in the discretion of a court and, as such, may not be granted.
A Holder will have no right to accelerate payment or exercise any other remedies (including any
right to sue for damages) as a consequence of any default other than as specifically described
above. In the event of a Winding-Up in Australia (but not in any other jurisdiction), the
Subordinated Instruments of the relevant series will become immediately due and payable
(unless they have already been Converted or Written-off). This will be the only circumstance in
which payment of principal on the Subordinated Instruments of the relevant series may be
accelerated.
3.11 Ranking of the Subordinated Instruments

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The Subordinated Instruments are unsecured, subordinated obligations of the Issuer.
In the event of a Winding-Up, if the Subordinated Instruments are still on issue and have not
been redeemed early, or, following a Non-Viability Trigger Event, Converted or Written-off, they
rank for payment:
(A) ahead of Ordinary Shares and other Junior Ranking Capital Instruments;
(B) equally among themselves and with other Equal Ranking Instruments; and
(C) behind Senior Creditors (including depositors and all holders of the Issuer’s senior or
less subordinated debt).
As the Subordinated Instruments rank after Senior Creditors, there is a risk that in a Winding-
Up, there will be insufficient funds to provide any return to Holders.
If, in a Winding-Up, the Subordinated Instruments of any series are still on issue and have not
been redeemed early, or, following a Non-Viability Trigger Event, Converted or Written-off,
Holders will only be entitled to prove for any sums payable in respect of their Subordinated
Instruments as a debt which is subject to prior payment in full of Senior Creditors. However, it
is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having occurred first
and the Subordinated Instruments being Converted or Written-off. In that event:
(i) if the Subordinated Instruments have been Converted, Holders will hold
Ordinary Shares and rank equally with existing holders of Ordinary Shares in a
Winding-Up; and
(ii) if, following a Non-Viability Trigger Event, Conversion does not occur for any
reason (for example, due to applicable laws, order of a court or action of any
government authority) within 5 ASX Business Days following the Non-Viability
Trigger Event Date, or if Write-off is specified in the Pricing Supplement as
being the primary method of loss absorption, then the Subordinated
Instruments (or a percentage of the Outstanding Principal Amount) will be
Written-off and the Holders’ rights and claims in relation to such Subordinated
Instruments (including to payments of interest and accrued but unpaid interest,
and the repayment of the Outstanding Principal Amount and, where Conversion
is the primary method of loss absorption, to be issued with the Conversion
Number of Ordinary Shares in respect of such Subordinated Instruments), are
immediately and irrevocably written-off and terminated with effect on and from
the Non-Viability Trigger Event Date.
In such an event, a Holder’s investment in the Subordinated Instruments will lose all or some
of its value and such Holder will not receive any compensation and will likely be worse off than
holders of Ordinary Shares.
3.12 Exposure to the Issuer’s financial performance and position and changes to the Issuer’s
ratings

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An investment in Subordinated Instruments is an investment in the Issuer and may be affected
by the ongoing performance and financial position of the Issuer, or changes to the credit ratings
assigned to the Issuer by rating agencies.
If the Issuer’s financial performance or position declines or the credit ratings assigned to it
change, or if market participants anticipate such a decline or change, an investment in the
Subordinated Instruments could decline in value even if the Subordinated Instruments have not
been Converted.
See the section entitled “Westpac could be adversely affected by the failure to maintain its credit
ratings” for further information regarding the potential impact of failing to maintain credit ratings
assigned to the Issuer by rating agencies.
3.13 The Ordinary Share price used to calculate the Conversion Number of Ordinary Shares
may be different to the market price of Ordinary Shares at the time of Conversion
The number of Ordinary Shares issued to Holders upon Conversion will generally depend on
the VWAP of Ordinary Shares over the 5 ASX Business Days on which trading in Ordinary
Shares took place immediately preceding but not including the Non-Viability Trigger Event Date,
and is subject to the Maximum Conversion Number. Accordingly, the Ordinary Share price used
to calculate the Conversion Number of Ordinary Shares may be different to the market price of
Ordinary Shares at the time of Conversion so that the value of Ordinary Shares received may
be less than the value of those Ordinary Shares based on the Ordinary Share price on the Non-
Viability Trigger Event Date.
3.14 Holders cannot request redemption or Conversion of Subordinated Instruments and the
market for Subordinated Instruments may not be liquid
Holders have no right to request redemption or Conversion of the Subordinated Instruments at
any time prior to the Maturity Date. Therefore, prior to the Maturity Date, unless the Issuer has
the right to and elects to redeem the Subordinated Instruments early (noting that any such
redemption is subject to APRA’s prior written approval, which may or may not be given), in order
to realise an investment, a Holder would need to sell its Subordinated Instruments at the
prevailing market price. Depending on market conditions at the time, the Subordinated
Instruments may be trading at a market price below the Issue Price and/or the market for the
Subordinated Instruments may not be liquid. The Issuer does not guarantee that Holders will
be able to sell each Subordinated Instrument at an acceptable price or at all.
3.15 Redemption at the Issuer’s option or for tax or regulatory reasons and any early
redemption rights of the Issuer may not be exercised by the Issuer or approved by APRA
Where the Pricing Supplement specifies “Early redemption at the option of the Issuer” as being
applicable, the Subordinated Instruments may (subject to APRA’s prior written approval, which
may or may not be given, and Holders should not expect that APRA’s prior written approval will
be given for any redemption of Subordinated Instruments) be redeemed at the Issuer’s option
in certain circumstances (but not earlier than the fifth anniversary of the Issue Date). Where the
Pricing Supplement specifies “Early redemption for adverse tax events” or “Early redemption
for regulatory events” as being applicable, the Issuer may (subject to APRA’s prior written

46

approval, which may or may not be given, and Holders should not expect that APRA’s prior
written approval will be given for any redemption of Subordinated Instruments) redeem the
Subordinated Instruments following the occurrence of an Adverse Tax Event or Regulatory
Event, provided that the Issuer has obtained, in the case of an Adverse Tax Event, a supporting
opinion of legal or tax advisers of recognised standing in Australia or, in the case of a Regulatory
Event, a supporting opinion of advisers of recognised standing in Australia or confirmation from
APRA that a Regulatory Event has occurred.
An Adverse Tax Event will occur if the Issuer determines that as a result of any amendment to,
clarification of or change in Tax Legislation which has been or will be effected or any
Administrative Action under or in connection with Tax Legislation or any amendment to,
clarification of, or change in, any such Administrative Action, being in each case by a legislative
body, court, government authority or regulatory body on or after the relevant Issue Date (but
which the Issuer did not expect at the Issue Date):
(A) there is a material risk that the Issuer would be exposed to a more than de minimis
adverse tax consequence in relation to the Subordinated Instruments;
(B) the Issuer determines that any interest payable on the Subordinated Instruments is not,
or may not be, allowed as a deduction for the purposes of Australian income tax; or
(C) the Issuer has or will become obliged to pay Additional Amounts in accordance with the
Terms and Conditions of the Subordinated Instruments.
A Regulatory Event will occur if:
(i) 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; or
(ii) written confirmation is received from APRA after the Issue Date that,
the Issuer is not or will not be entitled to treat all of the Subordinated Instruments of a
Series as Tier 2 Capital in whole, provided that, in each case, the Issuer did not expect
at the Issue Date that the matter giving rise to the Regulatory Event would occur.
There can be no certainty that APRA will provide its prior written approval for any redemption
prior to the Maturity Date. Approval is at the discretion of APRA and may or may not be given
and Holders should not expect that APRA’s approval will be given if requested by the Issuer.
APRA has reinforced existing prudential requirements and its expectations for regulated entities
(such as the Issuer) seeking APRA’s approval to redeem capital instruments (such as the
Subordinated Instruments). This includes the requirement that a capital instrument should not
be redeemed and replaced with one that has a higher credit spread or that is otherwise more
expensive unless the Issuer has satisfied APRA as to the economic and prudential rationale for

47

redeeming the capital instrument and the redemption does not create an expectation that other
capital instruments will be redeemed in similar circumstances. APRA’s expectations and the
applicable Prudential Standards may affect the ability of the Issuer to elect to redeem the
Subordinated Instruments early. The matters to which APRA may have regard in considering
whether to give its approval are not limited and may change.
Redemption is also subject to the Solvency Condition having been satisfied and to the Issuer
having replaced, or concurrently with redemption replacing, the Subordinated Instruments with
a capital instrument which is of the same or better quality than the Subordinated Instruments
and the replacement is done under conditions that are sustainable for the Issuer’s income
capacity (or confirmation from APRA that it does not have to replace the Subordinated
Instruments).
If redemption occurs on a date not previously contemplated, it may be disadvantageous in light
of market conditions or Holders’ individual circumstances. The possibility of redemption means
that the period for which Holders will be entitled to the benefit of the rights attaching to the
Subordinated Instruments is unknown.
Where cash is received on redemption, the rate of return at which a Holder could re-invest such
funds may be lower than the return received on the Subordinated Instruments. Further, upon
redemption a Holder will receive the Outstanding Principal Amount of the Subordinated
Instruments which may be less than their market value immediately prior to redemption.
3.16 Changes to the capital adequacy framework in Australia
Any fall in the Issuer's CET1 capital ratio as a result of changes to APRA's capital adequacy
framework, or an increase in APRA’s minimum CET1 capital requirements, a reduction in CET1
capital buffers or change in the effective subordination of the Subordinated Instruments due to
the phase out of Additional Tier 1 Capital, may adversely impact the market price of the
Subordinated Instruments or potentially increase the chance at a later date that Conversion of
Subordinated Instruments takes place due to the occurrence of a Non-Viability Trigger Event (a
Non-Viability Trigger Event will occur where APRA notifies the Issuer in writing that it believes
Conversion or Write-off of the Subordinated Instruments (or conversion, write-off or write-down
of Relevant Securities) or a public sector injection of capital, or equivalent support, is necessary
because, without it, the Issuer would become non-viable). Further, any regulatory or legislative
change introduced due to the phase out of Additional Tier 1 Capital may reduce the international
comparability of the capital framework for Australian banks, which may in turn impact the price
of the Subordinated Instruments.
Any replacement of AT1 capital by Tier 2 capital (due to the phase out of Additional Tier 1
Capital) may also lead to an increase in the funding costs for the Issuer. In such a situation, Tier
2 instruments would have comparatively more subordination in the capital structure (that is,
there would be no other junior ranking subordinated instruments on issue to absorb losses
ahead of Tier 2 instruments, such as the Subordinated Instruments), and there may be
consequent ratings downgrades (or increased risk of rating downgrades) for Tier 2 instruments,
such as the Subordinated Instruments, for other securities of the Issuer or for the Issuer itself.
Any increase in the issuance of Tier 2 capital instruments to replace AT1 capital may also impact
the price of such instruments, including the Subordinated Instruments.

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3.17 U.S. Foreign Account Tax Compliance Act (“FATCA”)
It is possible that, in order to comply with FATCA, the Issuer (or, if the Subordinated Instruments
or the Ordinary Shares are held through another financial institution, such other financial
institution) may be required (pursuant to an agreement entered into with the United States or
under applicable law (including pursuant to the terms of any applicable intergovernmental
agreement entered into between the United States and any other jurisdiction)) (A) to request
certain information from the Holders or beneficial owners of the Subordinated Instruments or
the Ordinary Shares, which information may be provided to the U.S. Internal Revenue Service
(“IRS”), and (B) to withhold U.S. tax on any portion of any payment with respect to the
Subordinated Instruments or with respect to the Ordinary Shares upon any Conversion treated
as a foreign passthru payment made two years or more after the date on which the final
regulations that define “foreign passthru payments” are published if such information is not
provided or if payments are made to certain foreign financial institutions that have not entered
into a similar agreement with the United States (and are not otherwise required to comply with
the FATCA regime under applicable law (including pursuant to the terms of any applicable
intergovernmental agreement entered into between the United States and any other
jurisdiction)).
If the Issuer or any other person is required to withhold or deduct amounts under or in
connection with, or in order to ensure compliance with, FATCA from any payments made with
respect to the Subordinated Instruments, with respect to the issuance of any Ordinary Shares
upon any Conversion or with respect to the Ordinary Shares, the Holders and beneficial owners
of the Subordinated Instruments, and holders and beneficial owners of Ordinary Shares issued
upon any Conversion, will not be entitled to receive any gross up or other additional amounts
under Condition 10 (Taxation) of the Subordinated Instruments, or otherwise, on account of any
such withholding or deduction. FATCA is complex and its application to the Subordinated
Instruments, any Conversion and the Ordinary Shares remains uncertain. Prospective investors
are advised to consult their own tax advisers as to the application of FATCA to the Subordinated
Instruments, any Conversion and the Ordinary Shares.
3.18 The OECD Common Reporting Standard (“the CRS”)
The CRS requires certain financial institutions to report information regarding certain accounts
(which may include the Subordinated Instruments) to their local tax authority and follow related
due diligence procedures. Holders or beneficial owners of Subordinated Instruments may be
requested to provide certain information and certifications to ensure compliance with the CRS.
A jurisdiction that has signed a CRS Competent Authority Agreement may provide this
information to other jurisdictions that have signed the CRS Competent Authority Agreement.
3.19 Future issues of securities by the Issuer
The Issuer and members of the Westpac Group may, at their absolute discretion, issue
securities in the future that:
(A) rank for payment of principal or interest (including in the Winding-Up of the Issuer or
another member of the Westpac Group) equally with, behind or ahead of the
Subordinated Instruments;

49

(B) have the same or different maturities as the Subordinated Instruments;
(C) have the same or different dividend, interest or distribution rates as the Subordinated
Instruments; or
(D) have the same or different terms and conditions as the Subordinated Instruments.
The Issuer may incur further indebtedness and may issue further securities including further
Tier 2 Capital securities. The Terms and Conditions do not require the Issuer to refrain from
certain business changes or require the Issuer to operate within certain ratio limits.
An investment in Subordinated Instruments carries no right to participate in any future issue of
securities (whether equity, hybrid, debt or otherwise) by any member of the Westpac Group.
No prediction can be made as to the effect, if any, such future issues of securities by an entity
in the Westpac Group may have on the market price or liquidity of Subordinated Instruments.
3.20 The Terms and Conditions provide only limited protection against significant events that
could adversely impact your investment in the Subordinated Instruments
The Terms and Conditions do not:
(A) require the Westpac Group to maintain any financial ratios or specific levels of net
worth, revenues, income, cash flow or liquidity;
(B) require the Westpac Group to have or maintain any Relevant Tier 1 Securities which
are required to be Converted or Written-off ahead of the Subordinated Instruments
either prior to or following a Non-Viability Trigger Event;
(C) restrict the Westpac Group’s subsidiaries’ ability to issue securities or otherwise incur
indebtedness or other obligations that would be senior to the Issuer’s equity interests
in its subsidiaries and therefore rank effectively senior to the Subordinated Instruments
with respect to the assets of the Issuer’s subsidiaries;
(D) restrict the Westpac Group’s ability to repurchase or prepay any other of its securities
or other indebtedness; or
(E) restrict the Westpac Group’s ability to make investments or to repurchase, or pay
dividends or make other payments in respect of Ordinary Shares or other securities
ranking junior to the Subordinated Instruments.
As a result of the foregoing, when evaluating the terms of the Subordinated Instruments,
potential investors should be aware that the Terms and Conditions do not restrict the Issuer or
the Westpac Group’s ability to engage in, or to otherwise be a party to, a variety of corporate
transactions, circumstances and events that could have an adverse impact on an investment
in the Subordinated Instruments.
3.21 Amendment of the Terms and Conditions of Subordinated Instruments

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

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If a person other than an Approved Successor acquires control of the Issuer, the Terms and
Conditions do not provide any right or remedy for the Holders on account of such an acquisition
occurring. Further, such an acquisition of the Issuer may result in the Issuer’s Ordinary Shares
no longer being quoted on ASX.
If, after such an acquisition has occurred, a Non-Viability Trigger Event occurs, the number of
Ordinary Shares to be issued on Conversion will reflect the VWAP for the period of 5 ASX
Business Days on which the Ordinary Shares were last traded on ASX. The period of 5 ASX
Business Days may be well before the Non-Viability Trigger Event and, accordingly, the value
of the Conversion Number of Ordinary Shares when issued may be very different from the value
based on that VWAP. This may adversely affect the value of the Ordinary Shares which are
issued to Holders upon Conversion and such Ordinary Shares may not be freely tradeable.
3.24 The exercise of administrative powers by APRA or other regulatory authorities that
supervise the Issuer may result in adverse consequences to the Holders
The exercise of administrative powers by APRA or other regulatory authorities that supervise
the Issuer may result in adverse consequences to the Holders. In particular, under the Banking
Act, for the purpose of protecting depositors in Australia and maintaining the stability of the
Australian financial system, APRA has administrative power, among other things, to issue a
direction to the Westpac Group regarding the conduct of its business, including prohibiting
making payments with respect to its and certain of its related entities’ debt obligations (including
the Subordinated Instruments), and, if it becomes unable to meet its obligations or suspends
payment (and in certain other limited circumstances), to appoint a “Banking Act statutory
manager’’ to take control of its business (including the businesses of certain of its related
entities). The Banking Act provides that any other party to a contract to which we are a party
(which would include the Holders) may not, among other things, accelerate any debt under that
contract on the grounds that we are subject to a direction by APRA under the Banking Act that
results in an Event of Default with respect to the Instruments or a “Banking Act statutory
manager” is in control of our business, which could prevent Holders from accelerating
repayment of the Instruments or obtaining or enforcing a judgment for repayment of the
Instruments following acceleration. The powers of APRA are broad and may be exercised in a
way that adversely affects Westpac’s ability to comply with its obligations in respect of the
Subordinated Instruments or the exercise of rights under the Subordinated Instruments by
Holders thereof. In particular, if APRA exercises its powers to prohibit Westpac from making
payments with respect to the Subordinated Instruments, Holders could lose some or all of their
investment.
APRA also has powers to facilitate resolution of the entities it regulates (and their subsidiaries),
including Westpac and its subsidiaries. APRA has oversight, management and directions
powers and statutory management powers over certain entities within the Westpac Group. In
addition, the Banking Act gives statutory recognition to the conversion or write-off of regulatory
capital instruments (including the Subordinated Instruments).
Any appointment of a Banking Act statutory manager to Westpac, or other exercise of APRA’s
crisis management powers, could adversely affect Holders, including by delaying or preventing
enforcement, altering expected outcomes, or reducing recoveries.

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3.25 Insolvency and similar proceedings are likely to be governed by Australian law
In the event that the Issuer becomes insolvent, insolvency proceedings are likely to be governed
by Australian law. Australian insolvency laws are different from the insolvency laws of certain
other jurisdictions, including the United States and the UK. In particular, the voluntary
administration procedure under the Corporations Act 2001, which provides for the potential re-
organisation of an insolvent company, differs significantly from Chapter 11 under the U.S.
Bankruptcy Code, the voluntarily administration procedure under the UK Insolvency Act 1986
and may differ from similar provisions under the insolvency laws of other non-Australian
jurisdictions.
In addition, to the extent that the Holders of the Subordinated Instruments are entitled to any
recovery with respect to the Subordinated Instruments in any bankruptcy or certain other events
in bankruptcy, insolvency, dissolution or reorganization relating to the Issuer, those Holders
might not be entitled in such proceedings to a recovery in a currency other than Australian
dollars.
3.26 Ratings of the Subordinated Instruments
The credit ratings assigned to the Subordinated Instruments may not reflect the potential impact
of all risks related to the structure and other factors on any trading market for, or trading value
of, the Subordinated Instruments. In addition, real or anticipated changes in the credit ratings
of the Instruments will generally affect any trading market for, or trading value of, the
Subordinated Instruments. A credit rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, cancellation, reduction or withdrawal at any time by the
assigning rating agency. Any suspension, reduction or withdrawal of a rating by a rating agency
could reduce the liquidity or market value of the Subordinated Instruments.
3.27 Subordinated Instruments linked to or referencing benchmarks
Interest rates and indices which are deemed “benchmarks” (including EURIBOR, NIBOR,
BKBM and other interbank offered rates such as the BBSW Rate) have for several years been,
and continue to be, the focus of national, international and regulatory guidance and reform
aimed at supporting the transition to robust benchmarks. Most reforms have now reached their
planned conclusion (including the transition away from the London Inter-bank Offered Rate
(“LIBOR”)) and such “benchmarks” remain subject to ongoing monitoring. These reforms may
cause such benchmarks to perform differently than in the past, to disappear entirely, or have
other consequences which cannot be predicted. Any such consequence could adversely affect
any Subordinated Instruments linked to or referencing such a “benchmark”.
Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016, as
amended (the “EU Benchmarks Regulation”) and the UK Benchmarks Regulation each
applies, subject to certain transitional provisions, to the provision of in-scope benchmarks, the
contribution of input data to an in-scope benchmark and the use of a benchmark within the EU
and the UK, respectively. They, among other things, (A) require benchmark administrators to
be authorised or registered (or, if non-EU-based or non-UK based (as applicable), to be subject
to an equivalent regime or otherwise recognised or endorsed) and (B) prevent certain uses by
EU or UK supervised entities (as applicable) of in-scope benchmarks of administrators that are

53

not authorised or registered (or, if non-EU based or non-UK based (as applicable), not deemed
equivalent or recognised or endorsed).
Both the EU Benchmarks Regulation and the UK Benchmarks Regulation could have a material
impact on any Subordinated Instruments linked to or referencing a benchmark, which is in-
scope of one or both regulations, in particular, if the methodology or other terms of the
benchmark are changed in order to comply with the requirements of the EU Benchmarks
Regulation or the UK Benchmarks Regulation. Such changes could, among other things, have
the effect of reducing, increasing or otherwise affecting the volatility of the published rate or
level of the relevant benchmark.
Regulation (EU) 2025/914, which entered into force on 8 June 2025 and which will apply from
1 January 2026, introduces changes concerning, among other things, the scope of the rules
applicable to benchmarks, the use within the EU of benchmarks provided by administrators in
third countries and certain reporting requirements. There are currently no official plans for the
UK regime to replicate these changes, which will result in divergences between the EU and UK
regimes.
In Australia, the Treasury Laws Amendment (2017 Measures No. 5) Act 2018 of Australia
amended the Corporations Act to, among other things, establish a licensing regime for
administrators of significant financial benchmarks (including the BBSW Rate) and enable ASIC
to make rules relating to the generation and administration of such benchmark indices. On 6
June 2018 ASIC issued the ASIC Financial Benchmark (Administration) Rules 2018 (the
“Administration Rules”) and the ASIC Financial Benchmark (Compelled) Rules 2018 (the
“Compelled Rules”) pursuant to this power. These Administration Rules require, among other
things, a person who is licensed to administer a regulated benchmark (a benchmark
administrator licensee) to: (A) use a method for generating that benchmark that is designed to
ensure the quality, integrity, availability, reliability and credibility of that benchmark; (B) to act
efficiently, honestly and fairly in generating and administering that benchmark; and (C) to ensure
that arrangements with persons who contribute data to the generation of benchmarks
(“contributors”) meet certain criteria for these purposes. The Compelled Rules, among other
things, allow ASIC to require a benchmark administrator licensee to continue to generate or
administer a regulated benchmark and to require contributors to continue to provide data
required for the generation of the relevant benchmark. Although the Compelled Rules and a
number of the other Australian reforms have been designed to support the reliability and
robustness of the BBSW Rate, it is not possible to predict with certainty whether, and to what
extent, the BBSW Rate will continue to be supported or the extent to which related regulations,
rules, practices or methodologies may be amended going forward. This may cause the BBSW
Rate to perform differently than it has in the past, and may have other consequences which
cannot be predicted. For example, it is possible that these changes could cause the BBSW
Rate to cease to exist, to become commercially or practically unworkable, or to become more
or less volatile or liquid. Any such changes could have a material adverse effect on the
Subordinated Instruments.
On 27 June 2019, ASIC granted ASX Benchmarks Pty Limited a licence to administer the BBSW
Rate from 1 July 2019 (replacing the Australian Financial Markets Association (“AFMA”) as
BBSW administrator).

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The Reserve Bank of Australia (“RBA”) has amended its criteria for securities to be accepted
as being eligible collateral for the purposes of any repurchase agreements to be entered into
with the RBA. These include a requirement that floating rate bonds issued on or after 1
December 2022 referencing BBSW must contain at least one “robust” and “reasonable and fair”
fallback rate for BBSW in the event that it permanently ceases to exist. The AFMA first published
the “AFMA Fallback Language Template For Floating Rate Notes” on 1 November 2022 which
was subsequently revised in June 2024 (the “AFMA Market Guidelines”) for voluntary use in
contracts that reference BBSW to assist market participants to meet the requirements of the
RBA's updated criteria, with a view to these becoming standardised provisions for BBSW-linked
floating rate bond issuances. However, market participants are not required to adopt the AFMA
Market Guidelines approach where the underlying securities are not intended to be repo-
eligible, which means the AFMA Market Guidelines have not been adopted for all floating rate
securities. Further, reference to a specific risk-free rate (such as the Australian dollar interbank
overnight cash rate (known as “AONIA”)) as a fallback for the BBSW Rate has not yet been
settled at an industry level in Australia or adopted. There is therefore risk of inconsistency in
the application of potential risk-free fallback rates across different products. However, the RBA
is actively promoting a coordinated industry-agreed position on the relevant fallback rate to use.
The fallback provisions relating to the BBSW Rate included in the Terms and Conditions of the
Subordinated Instruments are based on the AFMA Market Guidelines (the “BBSW Rate
Fallback Provisions”).
More broadly, any of the international or national reforms or other initiatives or investigations or
the general increased regulatory scrutiny of benchmarks could have (without limitation) the
following effects on certain benchmarks: (A) increasing the costs and risk of administering or
otherwise participating in the setting of a benchmark and complying with any such regulations
or requirements; (B) discouraging market participants from continuing to administer or
contribute to a benchmark; (C) triggering changes in the rules or methodologies used in the
benchmark; or (D) leading to the disappearance of the benchmark. Any of the above changes
or any other consequential changes as a result of international or national reforms or other
initiatives or investigations could have a material adverse effect on the value of and return on
any Subordinated Instruments linked to, referencing or otherwise dependent (in whole or in
part) upon a benchmark.
Such factors may have (without limitation) the following effects on certain benchmarks: (A)
discouraging market participants from continuing to administer or contribute to a benchmark;
(B) triggering changes in the rules or methodologies used in the benchmark; and/or (C) leading
to the disappearance of the benchmark. Investors should consult their own independent
advisers and make their own assessment about the potential risks imposed by the EU
Benchmarks Regulation, the UK Benchmarks Regulation, the Administration Rules and the
Compelled Rules, and any other international or national reforms in respect of benchmarks, in
making any investment decision with respect to the Subordinated Instruments.
In particular, investors should be aware that if a benchmark rate were discontinued or otherwise
unavailable, the rate of interest on Floating Rate Subordinated Instruments which are linked to
or which reference such benchmarks or the interest rate on Fixed Rate Subordinated
Instruments which are reset by reference to a mid-swap rate linked to such benchmarks will be
determined for the relevant period by the fallback provisions under Condition 7 (Interest) of the
Terms and Conditions of the Subordinated Instruments. These fallback arrangements may

55

require or result in adjustments to the interest calculation provisions of the Terms and
Conditions of the Subordinated Instruments.
In certain situations, including the relevant benchmark ceasing to be administered or being
discontinued or otherwise unavailable, the fallback arrangements will include the possibility
that:
(A) the relevant interest rate (or, as applicable, component thereof) could be set or, as the
case may be, determined by reference to a Successor Reference Rate, an Alternative
Reference Rate or a Benchmark Replacement Adjustment (as applicable); and
(B) such Successor Reference Rate, Alternative Reference Rate or Benchmark
Replacement Adjustment (as applicable) may be adjusted (if required) by the relevant
Independent Adviser or the Issuer (as applicable) in order to reduce or eliminate, to the
extent reasonably practicable in the circumstances, any economic prejudice or benefit
(as applicable) to investors as a result of the replacement of the relevant benchmark
although such adjustments to the Subordinated Instruments may not achieve this
objective.
Where the original benchmark for the Floating Rate Subordinated Instruments is the BBSW
Rate, the BBSW Rate Fallback Provisions distinguish between temporary and permanent
triggers affecting the BBSW Rate. If a Temporary Disruption Trigger occurs in respect of the
BBSW Rate, the interest rate for any day on which that Temporary Disruption Trigger is
continuing will be the interest rate determined in accordance with the Temporary Disruption
Fallback which provides that, in the first instance, preference will be given to the Administrator
Recommended Rate (which is a rate formally recommended for use as the replacement for the
BBSW Rate by the Administrator). The second preference will be given to the Supervisor
Recommended Rate (which is a rate formally recommended for use as the replacement for the
BBSW Rate by the Supervisor). Finally, preference will be given to the Final Fallback Rate. In
the event that a Permanent Discontinuation Trigger occurs in respect of the BBSW Rate, the
rate for any Interest Determination Date which occurs on or following the applicable Permanent
Fallback Effective Date will be the Fallback Rate which may be AONIA. Investors should be
aware that whilst the BBSW Rate is based on a forward-looking basis and on observed bid and
offer rates for Australian prime bank eligible securities (which rates may incorporate a premium
for credit risk), AONIA is an overnight, risk free cash rate and will be applied to calculate interest
by compounding observed rates in arrears and the application of a spread adjustment. There
can be no assurance that AONIA as described above will produce the economic equivalent of
the BBSW Rate.
Any such changes may result in the Subordinated Instruments performing differently (which
may include payment of a lower interest rate) than if the original benchmark continued to apply.
No consent of the Holders shall be required in connection with effecting any Successor
Reference Rate, Alternative Reference Rate or Benchmark Replacement Adjustment (as
applicable), including for Floating Rate Subordinated Instruments where the original benchmark
is the BBSW Rate. In addition, no consent of the Holders shall be required in connection with
any other related adjustments and/or amendments to the Terms and Conditions of the
Subordinated Instruments (or any other document) which are made in order to effect any

56

Successor Reference Rate, Alternative Reference Rate or Benchmark Replacement
Adjustment (as applicable). Any such adjustment could have unexpected consequences and
there can be no assurance that, due to the particular circumstances of each Holder, any such
adjustment will be favourable to each Holder.
The Issuer will need to obtain the prior written approval of APRA, which may or may not be
given, before any Successor Reference Rate, Alternative Reference Rate or Benchmark
Replacement Adjustment (as applicable), or any Adjustment Spread, may be effected.
In certain circumstances, the ultimate fallback for a particular Interest Accrual Period (as defined
in the Terms and Conditions of the Subordinated Instruments), including where no Successor
Reference Rate, Alternative Reference Rate or Benchmark Replacement Adjustment (as
applicable) is determined or where a Successor Reference Rate, Alternative Reference Rate
or Benchmark Replacement Adjustment (or the application of any Adjustment Spread) has been
determined but has not been approved by APRA, may be that the interest rate for the last
preceding Interest Accrual Period is used for the following Interest Accrual Period. This may
result in the effective application of a fixed rate for any Floating Rate Subordinated Instruments,
and any Fixed Rate Subordinated Instruments for which the interest rate was due to be reset,
being the Rate of Interest which was applicable as at the last preceding Interest Determination
Date or as at the last preceding reset date (as applicable), or, if none, at the Interest
Commencement Date. In addition, due to the uncertainty concerning the availability of
Successor Reference Rates, Alternative Reference Rates or Benchmark Replacement
Adjustments (as applicable) and the involvement of an Independent Adviser, as well as the
requirement for prior written approval of APRA, the relevant fallback provisions may not operate
as intended at the relevant time.
Any such consequences could have a material adverse effect on the value of and return on any
affected Subordinated Instruments and could affect the ability of the Issuer to meet its
obligations under the relevant Subordinated Instruments or could have a material adverse effect
on the value or liquidity of, and the amount payable under, such Subordinated Instruments.
Prospective investors should note that, in the case of affected Subordinated Instruments, the
relevant Independent Adviser or the Issuer (as applicable) will, subject to the prior written
approval of APRA, have discretion to adjust the relevant Successor Reference Rate, Alternative
Reference Rate or Benchmark Replacement Adjustment (as applicable) in the circumstances
described above.
3.28 The market continues to develop in relation to risk-free rates (including SONIA, SOFR,
€STR, CORRA, TONA, SARON and AONIA) as reference rates for Floating Rate
Subordinated Instruments
Although the use of some risk-free rates is now well-established, investors should be aware
that the market continues to develop in relation to risk-free rates (including SONIA, SOFR,
€STR, CORRA, TONA, SARON and AONIA (each, a “Risk-Free Rate”)) as reference rates in
the capital markets and their adoption as alternatives to the IBORs (such as LIBOR). In
particular, such Risk-Free Rates are typically calculated on a compounded (as opposed to a
daily) basis which involves taking the applicable Risk-Free Rate for each business day over a
relevant period in order to calculate the applicable compounded rate for such period. Market

57

participants and relevant working groups continue to explore reference rates based on the Risk-
Free Rates, including term reference rates (which seek to measure the market’s forward
expectation of an average rate over a designated term) or different measures of such reference
rates.
The market or a significant part thereof may adopt an application of a Risk-Free Rate that differs
significantly from that set out in the terms and conditions of the Subordinated Instruments and
used in relation to Floating Rate Subordinated Instruments that are linked to or which reference
such Risk-Free Rate issued under this Information Memorandum. The Issuer may in the future
also issue Floating Rate Subordinated Instruments linked to or referencing a Risk-Free Rate
that differ materially in terms of interest determination when compared with any previous
Floating Rate Subordinated Instruments linked to or referencing such Risk-Free Rate under this
Programme.
As the Risk-Free Rates are published and calculated by third parties based on data received
from other sources, the Issuer has no control over their respective determinations, calculations
or publications. There can be no guarantee that such rates will not be discontinued or
fundamentally altered in a manner that is materially adverse to the interests of investors in
Floating Rate Subordinated Instruments linked to or which reference such rates (or that any
applicable benchmark fallback provisions provided for in the Terms and Conditions will provide
a rate which is economically equivalent for Holders). If the manner in which a Risk-Free Rate
is calculated is changed, that change may result in a reduction of the amount of interest payable
on such Floating Rate Subordinated Instruments and the trading prices of such Floating Rate
Subordinated Instruments.
Investors should also be aware that the manner of adoption or application of a Risk-Free Rate
as reference rates in the international debt capital markets may differ materially compared with
the application and adoption of such rates in other markets, such as the derivatives and loan
markets. Investors should carefully consider how any mismatch between the adoption of Risk-
Free Rates as reference rates across these markets may impact any hedging or other
arrangements which they may put in place in connection with any acquisition, holding or
disposal of Floating Rate Subordinated Instruments linked to or which reference a Risk-Free
Rate.
Since Risk-Free Rates are relatively new market indices, Floating Rate Subordinated
Instruments linked to or which reference such rates may have no established trading market
when issued, and an established trading market may never develop or may not be very liquid.
Market terms for debt securities linked to or which reference a Risk-Free Rate may evolve over
time and trading prices of such Floating Rate Subordinated Instruments may be lower than
those of the later issued Floating Rate Subordinated Instruments that are linked to or which
reference that Risk-Free Rate as a result. Further, if Risk-Free Rates do not prove to be widely
used in securities like the Floating Rate Subordinated Instruments, the trading price of Floating
Rate Subordinated Instruments linked to or which reference a Risk-Free Rate may be lower
than those of Floating Rate Subordinated Instruments linked to or which reference indices that
are more widely used. Investors in such Floating Rate Subordinated Instruments may not be
able to sell such Floating Rate Subordinated Instruments at all or may not be able to sell such
Floating Rate Subordinated Instruments at prices that will provide them with a yield comparable

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

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

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

61

impose (as some have done in the past) exchange controls that could adversely affect an
applicable interest rate. Subject to the Terms and Conditions of the CNY Subordinated
Instruments, and, in particular, the Issuer’s right to make payments in certain circumstances in
other currencies, the Issuer will make all payments of interest and principal with respect to the
CNY Subordinated Instruments in Renminbi. As a result, the value of these Renminbi payments
in foreign currency may vary with the prevailing exchange rates in the marketplace. For
example, when an investor buys CNY Subordinated Instruments, such investor may need to
convert foreign currency to Renminbi at the exchange rate available at that time. If the value of
Renminbi depreciates against the relevant foreign currency between then and the time that the
Issuer pays back the principal of the CNY Subordinated Instruments in Renminbi at maturity,
the value of the investment in the relevant foreign currency will have declined.
4.4 Payments in respect of the CNY Subordinated Instruments will only be made to investors
in the manner specified in the CNY Subordinated Instruments
All payments to investors in respect of the CNY Subordinated Instruments will be made solely
by (A) when the CNY Subordinated Instruments are represented by a Temporary Global
Instrument or a Permanent Global Instrument, transfer to a Renminbi bank account maintained
in Hong Kong in accordance with prevailing rules and procedures of Euroclear, Clearstream,
Luxembourg or CMU as applicable, or (B) when the CNY Subordinated Instruments are in
definitive form, transfer to a Renminbi bank account maintained in Hong Kong in accordance
with prevailing rules and regulations.
The Issuer cannot be required to make a payment by any other means (including in any other
currency (unless this is specified in the Pricing Supplement of the CNY Subordinated
Instruments) or by transfer to a bank account in the PRC).

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DOCUMENTS INCORPORATED BY REFERENCE
1. Financial statements
Each of:
(A) the most recently published audited consolidated and non-consolidated annual
financial statements and auditors’ reports, and, if published later, the most recently
published unaudited consolidated interim financial statements (including the auditors’
review report thereon) of the Issuer available at https://www.westpac.com.au/about-
westpac/investor-centre/financial-information/results/; and
(B) the consolidated audited annual financial statements (including the directors’
remuneration report, independent auditors’ report thereon and the notes thereto)
appearing on pages 69 to 98 (inclusive) and pages 103 to 236 (inclusive) of the Issuer’s
2025 annual report (the “Issuer’s 2025 Annual Report”) in respect of the year ended
30 September 2025,
shall be deemed to be incorporated in, and to form part of, this Information Memorandum.
2. Terms and Conditions
Each of the:
(A) “Terms and Conditions of the Subordinated Instruments” section on pages 42 to 107
(inclusive) of the Information Memorandum dated 14 November 2014 with Westpac
Banking Corporation as issuer;
(B) “Terms and Conditions of the Subordinated Instruments” section on pages 43 to 104
(inclusive) of the Information Memorandum dated 25 January 2016 with Westpac
Banking Corporation as issuer;
(C) “Terms and Conditions of the Subordinated Instruments” section on pages 47 to 109
(inclusive) of the Information Memorandum dated 23 June 2017 with Westpac Banking
Corporation as issuer;
(D) “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 132
(inclusive) of the Information Memorandum dated 4 July 2019 with Westpac Banking
Corporation as issuer;
(E) “Terms and Conditions of the Subordinated Instruments” section on pages 60 to 151
(inclusive) of the Information Memorandum dated 11 November 2020 with Westpac
Banking Corporation as issuer;
(F) “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 157
(inclusive) of the Information Memorandum dated 8 November 2021 with Westpac
Banking Corporation as issuer;

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(G) “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 159
(inclusive) of the Information Memorandum dated 11 November 2022 with Westpac
Banking Corporation as issuer;
(H) “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 176
(inclusive) of the Information Memorandum dated 10 November 2023 with Westpac
Banking Corporation as issuer; and
(I) “Terms and Conditions of the Subordinated Instruments” section on pages 61 to 175
(inclusive) of the Information Memorandum dated 8 November 2024 with Westpac
Banking Corporation as issuer,
shall be deemed to be incorporated in, and to form part of, this Information Memorandum.
3. General
Any information contained in a document incorporated by reference herein which is not
incorporated in, and does not form part of, this Information Memorandum is either not relevant
for investors or is contained elsewhere in this Information Memorandum.
Following the publication of this Information Memorandum a supplementary Information
Memorandum may be prepared by the Issuer and approved by any relevant listing authority or
stock exchange. Statements contained in any such supplement (or contained in any document
incorporated by reference therein) shall, to the extent applicable (whether expressly, by
implication or otherwise), be deemed to modify or supersede statements contained in this
Information Memorandum or in a document which is incorporated by reference in this
Information Memorandum. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Information Memorandum.
For as long as the Programme remains in effect or any Subordinated Instruments are
outstanding, copies of the documents incorporated by reference herein may be inspected
during the normal business hours at the office of the Fiscal Agent (or the other office(s) of the
Paying Agent(s) in the UK) specified on page 263 of this Information Memorandum and from
the registered head office of Westpac Banking Corporation.
When deciding whether or not to subscribe for, purchase or otherwise deal in any Subordinated
Instruments or any rights in respect of any Subordinated Instruments, investors should:
(A) review, amongst other things, the documents which are deemed to be incorporated by
reference in this Information Memorandum; and
(B) have regard to the information lodged by the Issuer with ASX including in compliance
with its continuous and periodic disclosure obligations (made available at
www.asx.com.au), including announcements which may be made by Westpac after the
date of publication of this Information Memorandum.

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

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References in these Terms and Conditions to Subordinated Instruments are to Subordinated
Instruments of the relevant Series only and any references to Coupons (as defined in Condition 2.1(F)
(Form)) are to Coupons relating to Subordinated Instruments of the relevant Series.
References in these Terms and Conditions to the Pricing Supplement are to the Pricing Supplement
prepared in relation to the Subordinated Instruments of the relevant Tranche or Series and endorsed
on or attached to such Subordinated Instruments.
In respect of any Subordinated Instruments, references herein to these Terms and Conditions are to
these terms and conditions as supplemented by the Pricing Supplement.
1. Definitions and Interpretation
1.1 Definitions
In these Terms and Conditions, the following expressions have the following meanings:
“Additional Amount” has the meaning given to it in Condition 10.1 (Gross up);
“Additional Business Centre(s)” means the city or cities specified as such in the Pricing
Supplement;
“Additional Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“ADI” means Authorised Deposit-taking Institution, meaning a body corporate authorised under
section 9 of the Banking Act, to carry on banking business in Australia;
“Adjustment Spread” means a spread (which may be positive or negative) or formula or
methodology for calculating a spread, which is required to be applied to a Successor Reference
Rate or an Alternative Reference Rate (as applicable) as a result of the replacement of the
Reference Rate with such Successor Reference Rate or Alternative Reference Rate (as
applicable);
“Alternative Reference Rate” means the rate which the Issuer determines has replaced the
relevant Reference Rate in customary market usage in the international debt capital markets
for the purposes of determining rates of interest in respect of bonds denominated in the
Specified Currency and of a comparable duration to the relevant Interest Accrual Periods, or, if
the Issuer determines (acting in good faith and in a commercially reasonable manner) that there
is no such rate, such other rate the Issuer determines in its discretion (acting in good faith and
in a commercially reasonable manner) is most comparable to the relevant Reference Rate;
“Approved Replacement Notice” has the meaning given to it in Condition 6.14(A)
(Amendment of Terms and Conditions relating to Conversion for Approved Successor);
“Approved Successor” means a holding company that replaces, or is proposed to replace, the
Issuer as the ultimate holding company of the Westpac Group and that satisfies the following
requirements:

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

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Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Reference Rate for floating rate notes denominated in
USD at such time and (ii) the Benchmark Replacement Adjustment (if any);
“Assets” means, in respect of the Issuer, its total non-consolidated gross assets as shown by
the latest published full-year audited or half-year reviewed accounts, as the case may be, of
the Issuer, but adjusted for events subsequent to the date of such accounts in such manner
and to such extent as two authorised signatories of the Issuer or, if the Issuer is in Winding-Up,
the Liquidator may determine to be appropriate;
“ASX” means the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624
691);
“ASX Business Day” means a business day as defined in the ASX Listing Rules;
“ASX Listing Rules” means the listing rules of ASX from time to time with any modifications or
waivers in their application to the Issuer which ASX may grant;
“ASX Operating Rules” means the market operating rules of ASX from time to time with any
modifications or waivers in their application to the Issuer which ASX may grant;
“Australian dollars” and “A$” mean the lawful currency of Australia;
“Banking Act” has the meaning given to such term in Condition 4 (Status of the Subordinated
Instruments);
“BBSW Rate” has the meaning given to it in Condition 7.4(F) (BBSW Rate Determination);
“Benchmark Event” means, in respect of any Reference Rate:
(A) the relevant Reference Rate ceasing to exist or be published for a period of at least five
Business Days; or
(B) a public statement by the administrator of the relevant Reference Rate that it has
ceased, or it will, by a specified date within the following six months (or, if later, the next
Interest Determination Date), cease, publishing the relevant Reference Rate
permanently or indefinitely (in circumstances where no successor administrator has
been appointed that will continue publication of the relevant Reference Rate); or
(C) a public statement by the supervisor of the administrator of the relevant Reference
Rate, the central bank for the currency of the Reference Rate, an insolvency official
with jurisdiction over the administrator for the Reference Rate, a resolution authority
with jurisdiction over the administrator for the Reference Rate or a court or an entity
with similar insolvency or resolution authority over the administrator for the Reference
Rate, that the relevant Reference Rate has been or will, by a specified date within the
following six months (or, if later, the next Interest Determination Date), be permanently
or indefinitely discontinued; or

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(D) a public statement by the supervisor of the administrator of the relevant Reference Rate
that means the relevant Reference Rate will be prohibited from being used or that its
use will be subject to restrictions or adverse consequences, in each case within the
following six months (or, if later, the next Interest Determination Date); or
(E) it has become unlawful for any Paying Agent, the Issuer or any other party to calculate
any payments due to be made to any holder of the Subordinated Instruments using the
relevant Reference Rate; or
(F) a public statement or publication of information by the supervisor of the administrator
of the relevant Reference Rate announcing that the Reference Rate is no longer
representative;
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below
that can be determined by the Issuer or the Independent Adviser as of the Benchmark
Replacement Date:
(A) the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been selected
or recommended by the Relevant Governmental Body for the applicable Unadjusted
Benchmark Replacement;
(B) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA
Fallback Rate, then the ISDA Fallback Adjustment;
(C) the spread adjustment (which may be a positive or negative value or zero) that has
been selected by the Issuer or the Independent Adviser acting in good faith and in a
commercially reasonable manner and giving due consideration to any industry-
accepted spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of the then-current benchmark with the applicable
Unadjusted Benchmark Replacement for floating rate notes denominated in U.S.
dollars at such time;
“Benchmark Replacement Conforming Changes” means, with respect to any ARRC
Benchmark Replacement, any technical, administrative or operational changes (including
without limitation changes to the definition of “Interest Period” or “Interest Accrual Period”,
determination dates, timing and frequency of determining rates and making payments of
interest, rounding of amounts, or tenors, and other administrative matters) that the Issuer or the
Independent Adviser decides (acting in good faith and in a commercially reasonable manner)
may be appropriate to reflect the adoption of such ARRC Benchmark Replacement in a manner
substantially consistent with market practice (or, if the Issuer or the Independent Adviser
decides that adoption of any portion of such market practice is not administratively feasible or
if the Issuer or the Independent Adviser determines that no market practice for use of the ARRC
Benchmark Replacement exists, in such other manner as the Issuer or the Independent Adviser
determines is reasonably necessary);

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“Benchmark Replacement Date” means the earliest to occur of the following events with
respect to the Reference Rate (including, in the case of Compounded Daily SOFR or
Compounded Index SOFR, the daily published component used in the calculation thereof):
(A) in the case of paragraph (A) or (B) of the definition of “Benchmark Transition Event”,
the later of (i) the date of the public statement or publication of information referenced
therein and (ii) the date on which the administrator of the Reference Rate permanently
or indefinitely ceases to provide the Reference Rate (or such component thereof); or
(B) in the case of paragraph (C) of the definition of “Benchmark Transition Event”, the
effective date as of which the Reference Rate (or such component thereof) will no
longer be representative, which may be the date of the public statement or publication
of information referenced in the definition of Benchmark Transition Event or another
date.
If the event giving rise to the Benchmark Replacement Date occurs on the same day as, but
earlier than, the Reference Time in respect of any determination, the Benchmark Replacement
Date will be deemed to have occurred prior to the Reference Time for such determination;
“Benchmark Transition Event” means the occurrence of one or more of the following events
with respect to the Reference Rate (including, in the case of Compounded Daily SOFR or
Compounded Index SOFR, the daily published component used in the calculation thereof):
(A) a public statement or publication of information by or on behalf of the administrator of
the Reference Rate (or such component thereof) announcing that such administrator
has ceased or will cease to provide the Reference Rate (or such component thereof),
permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Reference Rate (or
such component thereof);
(B) a public statement or publication of information by the regulatory supervisor for the
administrator of the Reference Rate (or such component thereof) the central bank for
the currency of the Reference Rate (or such component thereof), an insolvency official
with jurisdiction over the administrator for the Reference Rate (or such component
thereof), a resolution authority with jurisdiction over the administrator for the Reference
Rate (or such component thereof) or a court or an entity with similar insolvency or
resolution authority over the administrator for the Reference Rate (or such component
thereof), which states that the administrator of the Reference Rate (or such component
thereof) has ceased or will cease to provide the Reference Rate (or such component
thereof) permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the
Reference Rate (or such component thereof); or
(C) a public statement or publication of information by the regulatory supervisor for the
administrator of the Reference Rate announcing that the Reference Rate (or such
component thereof) is no longer, or as of a specified future date will no longer be,
representative;

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“Broken Amount” has the meaning given in the Pricing Supplement;
“Business Day” means:
(A) for the purposes of Condition 9.1(E)(ii) (Payments on Business Days) only, a day on
which banks in the relevant place of presentation are open for presentation and
payment of bearer debt securities and for dealings in foreign currencies; or
(B) in relation to any sum payable, either:
(i) where such sum is payable in a currency other than euro, New Zealand dollars
or Renminbi, a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealing in foreign
exchange and foreign currency deposits) in the Principal Financial Centre
which, if the relevant currency is Australian dollars, shall be Sydney, and any
Additional Business Centre(s) specified in the Pricing Supplement; or
(ii) where such sum is payable in euro, a day on which commercial banks and
foreign exchange markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency deposits) in the
Principal Financial Centre, each (if any) Additional Business Centre(s) specified
in the Pricing Supplement and a T2 Settlement Day; or
(iii) where such sum is payable in Renminbi, a day (other than a Saturday, Sunday
or public holiday) on which commercial banks and foreign exchange markets
in Hong Kong are generally open for business and settlement of Renminbi
payments in Hong Kong and any Additional Business Centre(s) specified in the
Pricing Supplement; or
(iv) where such sum is payable in New Zealand dollars, a day (other than a
Saturday, Sunday, nationally observed public holiday, or a day which is not a
“New Zealand Business Day” according to a Market Notice issued by the New
Zealand Financial Markets Association (or its successor)) on which commercial
banks in New Zealand and in any Additional Business Centre(s) specified in
the Pricing Supplement are open for general business (including dealing in
foreign exchange and foreign currency deposits); or
(C) for all other purposes, a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealing in foreign
exchange and foreign currency deposits) in the Principal Financial Centre and any
Additional Business Centre(s) specified in the Pricing Supplement;
“Business Day Convention”, means a convention for adjusting any date if it would otherwise
fall on a day that is not a Business Day, and in relation to any particular date, has the meaning
given in the Pricing Supplement and, in this context, the following expressions shall have the
following meanings:

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(A) “Following Business Day Convention” means that the relevant date shall be
postponed to the first following day that is a Business Day;
(B) “FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention” means
that the relevant date is postponed to the next following day which is a Business Day
unless that day falls in the next calendar month, in which event:
(i) such date is brought forward to the first preceding day that is a Business Day;
and
(ii) each subsequent Interest Payment Date is the last Business Day in the
calendar month which is the specified number of months (or other period
specified as the Interest Period in the Pricing Supplement) after the calendar
month in which the preceding applicable Interest Payment Date occurred;
(C) “Modified Following Business Day Convention” means that the relevant date shall
be postponed to the first following day that is a Business Day unless that day falls in
the next calendar month in which case that date will be the first preceding day that is a
Business Day;
(D) “Preceding Business Day Convention” means that the relevant date shall be brought
forward to the first preceding day that is a Business Day; and
(E) “No Adjustment” means that the relevant date shall not be adjusted in accordance with
any Business Day Convention;
“Calculation Agent” means the Fiscal Agent or such other Person specified in the Pricing
Supplement as the party responsible for calculating the Interest Rate(s) and Interest Amount(s)
and/or such other amount(s) as may be specified in the Pricing Supplement;
“Calculation Amount” has the meaning given in the Pricing Supplement or, where no such
amount is specified, means (A) if there is only one Denomination, the Denomination of the
relevant Subordinated Instruments, and (B) if there are several Denominations, the highest
common factor of these Denominations. Note there must be a common factor in the case of
two or more Denominations;
“Cboe” means Cboe Australia Pty Ltd (ACN 129 584 667) or the financial market operated by
Cboe Australia Pty Ltd, as the context requires;
“CHESS” means the Clearing House Electronic Sub-register System operated by ASX
Settlement Pty Limited (ABN 49 008 504 532);
“Clearing System” means Euroclear, Clearstream, Luxembourg or any other clearing and
settlement system specified in the Pricing Supplement;
“Clearstream, Luxembourg” means the clearing and settlement system operated by
Clearstream Banking S.A.;

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“CMU Service” means the Central Moneymarkets Unit Service operated by the Hong Kong
Monetary Authority;
“Common Equity Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“Conversion” means, upon the occurrence of a Non-Viability Trigger Event, the conversion of
all or some Subordinated Instruments (or a percentage of the Outstanding Principal Amount of
each Subordinated Instrument) into Ordinary Shares of the Issuer in accordance with these
Terms and Conditions. “Convert” and “Converted” shall have corresponding meanings;
“Conversion Number” has the meaning given in Condition 6.1 (Conversion);
“Corporations Act” means the Corporations Act 2001 of Australia;
“Corresponding Tenor” with respect to an ARRC Benchmark Replacement means a tenor
(including overnight) having approximately the same length (disregarding business day
adjustment) as the applicable tenor for the Reference Rate;
“Coupon Sheet” means, in respect of a Subordinated Instrument, a coupon sheet relating to
such Subordinated Instrument;
“Cum Value” has the meaning given in Condition 6.2(A) (Adjustments to VWAP generally);
“Day Count Fraction” means, in respect of the calculation of an amount for any period of time
(the “Calculation Period”), such day count fraction as may be specified in these Terms and
Conditions or the Pricing Supplement and:
(A) if “Actual/Actual (ICMA)” is so specified, means:
(i) where the Calculation Period is equal to or shorter than the Regular Period
during which it falls, the actual number of days in the Calculation Period divided
by the product of:
(a) the actual number of days in such Regular Period; and
(b) the number of Regular Periods normally ending in any year; and
(ii) where the Calculation Period is longer than one Regular Period, the sum of:
(a) the actual number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the product of (1) the
number of days in such Regular Period and (2) the number of Regular
Periods in any year; and
(b) the number of days in such Calculation Period falling in the next
Regular Period divided by the product of (1) the number of days in such
Regular Period and (2) the number of Regular Periods normally ending
in any year;

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(B) if “Actual/365” or “Actual/Actual (ISDA)” is so specified, means the actual number of
days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period
falls in a leap year, the sum of:
(i) the actual number of days in that portion of the Calculation Period falling in a
leap year divided by 366; and
(ii) the actual number of days in that portion of the Calculation Period falling in a
non-leap year divided by 365);
(C) if “Actual/365 (Fixed)” is so specified, means the actual number of days in the
Calculation Period divided by 365;
(D) if “Actual/360” is so specified, means the actual number of days in the Calculation
Period divided by 360;
(E) if “30/360” is so specified, means the number of days in the Calculation Period divided
by 360 calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation Period
falls;
“Y2” is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless
such number would be 31, in which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31 and D1 is greater
than 29, in which case D2 will be 30;
(F) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360

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where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation Period
falls;
“Y2” is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless
such number would be 31, in which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31, in which case D2
will be 30;
(G) if “30E/360 (ISDA)” is so specified, means the number of days in the Calculation
Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)
360
where:
“Y1” is the year, expressed as a number, in which the first day of the Calculation Period
falls;
“Y2” is the year, expressed as a number, in which the day immediately following the
last day of the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Calculation Period falls;
“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless
(i) that day is the last day of February or (ii) such number would be 31, in which case
D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless (i) that day is the last day of February but not
the Maturity Date or (ii) such number would be 31, in which case D2 will be 30;

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“Denomination” has the meaning given in the Pricing Supplement;
“Early Redemption Amount (Adverse Tax Event)” has the meaning given in Condition 8.4(B)
(Early redemption for adverse tax events);
“Early Redemption Amount (Call)” has the meaning given in Condition 8.3(B) (Early
redemption at the option of the Issuer);
“Early Redemption Amount (Regulatory Event)” has the meaning given in Condition 8.5(B)
(Early redemption for regulatory events);
“Early Redemption Date” means, as appropriate, the Early Redemption Date (Call), the Early
Redemption Date (Adverse Tax Event) or the Early Redemption Date (Regulatory Event), in
each case, as specified in the Pricing Supplement;
“Equal Ranking Instruments” means instruments which satisfy the requirements set out in
one of the following paragraphs (A) or (B):
(A) any instruments, present and future, issued by the Issuer which:
(i) by their terms are, or are expressed to be, subordinated in a Winding-Up to the
claims of Senior Creditors;
(ii) qualify as Tier 2 Capital of the Issuer; and
(iii) in a Winding-Up rank, or are expressed to rank, prior to, and senior in right of
payment to, instruments which constitute Additional Tier 1 Capital or Common
Equity Tier 1 Capital of the Issuer; or
(B) any other instruments, present and future, issued by the Issuer where, the right to
repayment ranks, or is expressed to rank, in a Winding-Up equally with the claims of
Holders (irrespective of whether or not such instruments qualify as Tier 2 Capital of the
Issuer);
“Early Termination Amount” has the meaning given in Condition 11.3 (Events of Default);
“Euroclear” means the clearing and settlement system operated by Euroclear Bank SA/NV;
“EURIBOR” means the Euro Interbank Offered Rate;
“Extraordinary Resolution” has the meaning given in the Issue and Paying Agency
Agreement;
“FATCA” means:
(A) sections 1471 to 1474 of the United States Internal Revenue Code of 1986, as
amended, including any regulations or official interpretations issued;

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(B) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental
agreement between the U.S. and any other jurisdiction, which (in either case) facilitates
the implementation of any law or regulation referred to in paragraph (A) above; or
(C) any agreement pursuant to the implementation of any treaty, law or regulation referred
to in paragraphs (A) or (B) above with the U.S. Internal Revenue Service, the U.S.
government or any governmental or taxation authority in any other jurisdiction;
“FATCA Withholding” means any deduction or withholding arising under or in connection with,
or in order to ensure compliance with, FATCA;
“Final Redemption Amount” means, in respect of any Subordinated Instrument, its
Outstanding Principal Amount or such other amount as may be specified in the Pricing
Supplement;
“Fixed Coupon Amount” has the meaning given in the Pricing Supplement;
“Fixed Rate Reset Date” has the meaning given in the Pricing Supplement;
“Foreign Holder” means a Holder (A) whose place of residence is outside Australia or (B) who
the Issuer otherwise believes may not be a resident of Australia and, in either case, the Issuer
is not satisfied that the laws of both the Commonwealth of Australia and the Holder’s country of
residence would permit the offer to, or the unconditional holding or acquisition of Ordinary
Shares by, the Holder (but the Issuer will not be bound to enquire and any decision is in its sole
discretion);
“Holder” has the meaning given in Condition 3.1 (Title and Transfer);
“Independent Adviser” means an independent financial institution of international repute or
other independent financial adviser experienced in the international debt capital markets;
“Ineligible Holder” means:
(A) a Holder who is prohibited or restricted by any applicable law or regulation in force in
Australia (including, but not limited to, Chapter 6 of the Corporations Act 2001 of
Australia (the “Corporations Act 2001”), the Foreign Acquisitions and Takeovers Act
1975 of Australia, the Financial Sector (Shareholdings) Act 1998 of Australia and Part
IV of the Competition and Consumer Act 2010 of Australia) from being offered, holding
or acquiring Ordinary Shares (provided that if the relevant prohibition or restriction only
applies to the Holder in respect of some of its Subordinated Instruments, it shall only
be treated as an Ineligible Holder in respect of those Subordinated Instruments and not
in respect of the balance of its Subordinated Instruments). The Issuer will be entitled to
treat a Holder as not being an Ineligible Holder unless the Holder has otherwise notified
it after the Issue Date and prior to the Non-Viability Trigger Event Date; or
(B) a Foreign Holder;
“Initial Rate of Interest” has the meaning given in the Pricing Supplement;

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“Interest Accrual Period” means, in respect of an Interest Period, each successive period
beginning on and including an Interest Period End Date and ending on but excluding the next
succeeding Interest Period End Date during that Interest Period provided always that the first
Interest Accrual Period shall commence on and include the Interest Commencement Date and
the final Interest Accrual Period shall end on but exclude the Maturity Date or such other date
of redemption of the Subordinated Instruments;
“Interest Amount” means, in relation to a Subordinated Instrument and an Interest Period, the
amount of interest payable per Calculation Amount in respect of that Subordinated Instrument
for that Interest Period;
“Interest Commencement Date” means the Issue Date of the Subordinated Instruments or
such other date as may be specified as the Interest Commencement Date in the Pricing
Supplement;
“Interest Determination Date” has the meaning given in the Pricing Supplement;
“Interest Payment Date” means the date or dates specified as such in the Pricing Supplement
and, if a Business Day Convention is specified in the Pricing Supplement:
(A) as the same may be adjusted in accordance with the relevant Business Day
Convention; or
(B) if the Business Day Convention is the FRN Convention, Floating Rate Convention or
Eurodollar Convention and an interval of a number of calendar months is specified in
the relevant Pricing Supplement as being the Specified Period, each of such dates as
may occur in accordance with the FRN Convention, Floating Rate Convention or
Eurodollar Convention at such Specified Period of calendar months following the
Interest Commencement Date (in the case of the first Interest Payment Date) or the
previous Interest Payment Date (in any other case);
“Interest Period” means each period beginning on (and including) the Interest Commencement
Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment
Date with the final Interest Period ending on (but excluding) the Maturity Date or such other
date of redemption of the Subordinated Instruments;
“Interest Period End Date” means the date or dates specified as such in the Pricing
Supplement and, if a Business Day Convention is specified in the Pricing Supplement, as the
same may be adjusted in accordance with the relevant Business Day Convention or, if the
Business Day Convention is the FRN Convention and an interval of a number of calendar
months is specified in the Pricing Supplement as the Interest Accrual Period, such dates as
may occur in accordance with the FRN Convention at such Specified Period of calendar months
following the Interest Commencement Date (in the case of the first Interest Period End Date)
or the previous Interest Period End Date (in any other case) or, if none of the foregoing is
specified in the Pricing Supplement, the date or each of the dates which correspond with the
Interest Payment Date(s) in respect of the Subordinated Instruments;

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“Interest Rate” or “Rate of Interest” means the rate or rates (expressed as a percentage per
annum) of interest payable in respect of the Outstanding Principal Amount of the Subordinated
Instruments specified in Pricing Supplement or calculated or determined in accordance with the
provisions of these Terms and Conditions and/or the Pricing Supplement;
“ISDA Definitions” means the 2021 ISDA Interest Rate Derivatives Definitions as amended
and updated as at the Issue Date of the first Tranche of the Subordinated Instruments of the
relevant Series (as specified in the Pricing Supplement) and as published by the International
Swaps and Derivatives Association, Inc.;
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or
negative value or zero) that would apply for derivatives transactions referencing the ISDA
Definitions to be determined upon the occurrence of an index cessation event with respect to
the Reference Rate for the applicable tenor;
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing
the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect
to the Reference Rate for the applicable tenor excluding the applicable ISDA Fallback
Adjustment;
“Issue Date” has the meaning given in the Pricing Supplement;
“Issue Date VWAP” means, in respect of Subordinated Instruments of a Series, the VWAP
during the period of 20 ASX Business Days on which trading in Ordinary Shares took place
immediately preceding (but not including) the first date on which any Subordinated Instruments
of that Series were issued, as adjusted in accordance with Condition 6 (Procedures for
Conversion);
“Junior Ranking Capital Instruments” means instruments, present and future, issued by the
Issuer which:
(A) by their terms are, or are expressed to be, subordinated in a Winding-Up to the claims
of Holders and other Equal Ranking Instruments; and
(B) qualify as Additional Tier 1 Capital or Common Equity Tier 1 Capital of the Issuer;
“Liabilities” means, in respect of the Issuer, its total non-consolidated gross liabilities as shown
by its latest published full-year audited or half-year reviewed accounts, as the case may be, but
adjusted for events subsequent to the date of such accounts in such manner and to such extent
as two authorised signatories of the Issuer or, if the Issuer is in Winding-Up, the Liquidator may
determine to be appropriate;
“Liquidator” means the liquidator or other official responsible for the conduct and administration
of a Winding-Up;
“Local Banking Day” means a day (other than a Saturday, Sunday or public holiday) on which
commercial banks are open for business (including dealings in foreign exchange and foreign

79

currency deposits) in the place of presentation of the relevant Subordinated Instrument or, as
the case may be, Coupon;
“Margin” has the meaning given in the Pricing Supplement;
“Maturity Date” means the date specified as such in the provisions of the Pricing Supplement
and, if a Business Day Convention is specified in the Pricing Supplement, as the same may be
adjusted in accordance with the relevant Business Day Convention;
“Maximum Conversion Number” has the meaning given in Condition 6.1 (Conversion);
“Maximum Redemption Amount” has the meaning given in the Pricing Supplement;
“Member State” means a Member State of the European Union;
“Minimum Redemption Amount” has the meaning given in the Pricing Supplement;
“NIBOR” means the Norwegian Interbank Offered Rate;
a “Non-Viability Trigger Event” occurs when APRA notifies the Issuer in writing that it believes:
(A) Conversion or Write-off of Subordinated Instruments, or conversion, write-off or write-
down of Relevant Securities is necessary because, without it, the Issuer would become
non-viable; or
(B) a public sector injection of capital, or equivalent support, is necessary because, without
it, the Issuer would become non-viable;
“Non-Viability Trigger Event Date” has the meaning given to it in Condition 5.1(C)(iii) (Non-
Viability Trigger Event);
“Ordinary Resolution” has the meaning given in the Issue and Paying Agency Agreement;
“Ordinary Share” means a fully paid ordinary share in the capital of the Issuer;
“Original Reference Rate” means the benchmark or screen rate (as applicable) originally
specified in the applicable Pricing Supplement for the purposes of determining the relevant
Interest Rate (or any component part thereof) in respect of the Instruments (provided that if,
following one or more Benchmark Events, such originally specified Reference Rate (or any
Successor Reference Rate or Alternative Reference Rate which has replaced it) has been
replaced by a (or further) Successor Reference Rate or Alternative Reference Rate and a
Benchmark Event subsequently occurs in respect of such Successor Reference Rate or
Alternative Reference Rate, the term “Original Reference Rate” shall include any such
Successor Reference Rate or Alternative Reference Rate);
“Outstanding” means, on any day, all Subordinated Instruments issued, less such
Subordinated Instruments:

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(A) which have been redeemed, Converted, Written-off or satisfied in full by the Issuer in
accordance with the Terms and Conditions;
(B) for the payment of which funds equal to their aggregate Outstanding Principal Amount
are on deposit with the relevant Paying Agent on terms which prohibit the return of the
deposit or the use of the deposit for any purpose other than the payment of such
Subordinated Instruments or in respect of which the relevant Paying Agent holds an
irrevocable direction to apply funds in repayment of Subordinated Instruments to be
redeemed on that day;
(C) in respect of which a Holder is unable to make a claim as a result of the operation of
Condition 12 (Prescription); or
(D) those which have been purchased and cancelled as provided in the Terms and
Conditions,
provided that for the purposes of:
(i) ascertaining the right to attend and vote at any meeting of the Holders; and
(ii) the determination of how many Subordinated Instruments are outstanding for
the purposes of the definition of the Outstanding Principal Amount,
such Subordinated Instruments which are beneficially held by, or are held on behalf of, the
Issuer and not cancelled shall be deemed not to remain outstanding;
“Outstanding Principal Amount” means in respect of any Subordinated Instrument which is
Outstanding at any time, the outstanding principal amount of the Subordinated Instrument, and
for such purposes:
(A) the principal amount of a Subordinated Instrument issued at a discount or at par, but
which has not been Converted or Written-off, is at any time to be taken to be equal to
its Denomination;
(B) if an amount is required to be determined in Australian dollars, the Australian dollar
equivalent of a Subordinated Instrument denominated in a Specified Currency is to be
determined on the basis of the spot rate of exchange for the sale of Australian dollars
against the purchase of such relevant Specified Currency in the Sydney foreign
exchange market quoted by any leading bank selected by the Issuer on the relevant
calculation date. The calculation date is, at the discretion of the Issuer, either the date
specified in the relevant formula in Condition 6.1(A) (Conversion) or the preceding day
on which commercial banks and foreign exchange markets are open for business in
Sydney or such other date as may be specified by the Issuer in the Pricing Supplement;
and
(C) if the principal amount of a Subordinated Instrument has from time to time been
Converted or Written-off as described in, and in accordance with, Conditions 5 (Non-
Viability, Conversion and Write-off) and 6 (Procedures for Conversion), the principal

81

amount of the Subordinated Instrument will be reduced by the principal amount so
Converted or Written-off;
“Person” means any individual, company, corporation, firm, partnership, joint venture, trust,
estate, association, organisation, state or agency of a state or other entity, whether or not having
separate legal personality;
“Principal Financial Centre” means, in relation to any currency, the principal financial centre
for that currency provided, however, that in relation to euro, it means the principal financial
centre of such Member State of the European Union as is selected (in the case of a payment)
by the payee or (in the case of a calculation) by the Calculation Agent;
“Prudential Standards” means the prudential standards and guidelines published by APRA
and as applicable to the Issuer from time to time;
“Reclassification” has the meaning given in Condition 6.3 (Adjustments to VWAP for capital
reconstruction);
“Record Date” has the meaning given in Condition 9.2(D) (Payments – Registered
Subordinated Instruments);
“Redemption Amount” means, as appropriate, the Final Redemption Amount, the Early
Redemption Amount (Call), the Early Redemption Amount (Adverse Tax Event) or the Early
Redemption Amount (Regulatory Event);
“Reference Banks” has the meaning given in the Pricing Supplement or, if none is specified,
four major banks selected by the Issuer or the Independent Adviser appointed by the Issuer in
the inter-bank market that is most closely connected with the Reference Rate;
“Reference Price” has the meaning given in the Pricing Supplement;
“Reference Rate” means (A) one of the following interbank lending rates, overnight rates, swap
rates or bank bill rates: “BBSW Rate”, “BKBM”, “Compounded Daily CORRA”, “€STR”, “€STR
Index”, “EURIBOR”, “NIBOR”, “SARON”, “SOFR”, “SOFR Index”, “SONIA”, “SONIA Index”,
or “TONA”, in each case for the relevant currency and for the relevant period as specified in the
Pricing Supplement; and/or (B) any Reset Reference Rate as specified in the Pricing
Supplement;
“Reference Time” with respect to any determination of the Reference Rate (including, in the
case of Compounded Daily SOFR or Compounded Index SOFR, the daily published component
used in the calculation thereof) means:
(A) where:
(i) the Reference Rate (or such component thereof) is SOFR, 3.00 p.m. (New York
City time) on the U.S. Government Securities Business Day immediately
following the date that the relevant rate is in respect of; and

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

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

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

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The Issuer shall be considered “Solvent” if: (A) it is able to pay its debts as they fall due; and
(B) its Assets exceed its Liabilities;
“Solvency Condition” means the conditions set out in Condition 4.4 (Solvency Condition);
“Solvent Reconstruction” means a scheme of amalgamation or reconstruction, not involving
a bankruptcy or insolvency, where the obligations of the Issuer in relation to the outstanding
Subordinated Instruments are assumed by the successor entity to which all, or substantially all,
of the property, assets and undertaking of the Issuer are transferred or where an arrangement
with similar effect not involving a bankruptcy or insolvency is implemented;
“Specified Currency” has the meaning given in the Pricing Supplement;
“Specified Office” has the meaning given in the Issue and Paying Agency Agreement;
“Specified Period” has the meaning given in the Pricing Supplement;
“Subsidiary” means, in relation to any Person (the “first Person”) at any particular time, any
other Person (the “second Person”):
(A) whose affairs and policies the first Person controls or has the power to control, whether
by ownership of share capital, contract, the power to appoint or remove members of
the governing body of the second Person or otherwise; or
(B) whose financial statements are, in accordance with applicable law and generally
accepted accounting principles, consolidated with those of the first Person;
“Successor Reference Rate” means the rate which has been formally published, endorsed,
approved, recommended or recognised as a successor or replacement to the relevant
Reference Rate by any Relevant Nominating Body;
“Talon” means a talon for further Coupons;
“TONA” means the Tokyo Overnight Average Rate;
“Tax Legislation” means (A) the Income Tax Assessment Act 1936 of Australia or the Income
Tax Assessment Act 1997 of Australia (both as amended from time to time, as the case may
be, and a reference to any section of the Income Tax Assessment Act 1936 includes a reference
to that section as rewritten in the Income Tax Assessment Act 1997), (B) any other law setting
the rate of income tax payable by the Issuer, and (C) any regulation made under such laws;
“T2” means the wholesale payment system comprising a real-time gross settlement system and
a central liquidity management tool which was launched on 20 March 2023, or any successor
or replacement for that system;
“T2 Settlement Day” means any day on which T2 is operating credit or transfer instructions in
respect of euro;

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“Tier 1 Capital” has the meaning given to it in the Prudential Standards;
“Tier 2 Capital” has the meaning given to it in the Prudential Standards;
“Unadjusted Benchmark Replacement” means the ARRC Benchmark Replacement
excluding the Benchmark Replacement Adjustment;
“VWAP” means, subject to any adjustments under Conditions 6.2 (Adjustments to VWAP
generally) and 6.3 (Adjustments to VWAP for capital reconstruction), the average of the daily
volume weighted average sale prices (such average and each such daily average sale price
being expressed in Australian dollars and cents and rounded to the nearest full cent, with
A$0.005 being rounded upwards) of Ordinary Shares sold on ASX and Cboe during the relevant
period or on the relevant days but does not include any “crossing” transacted outside the “Open
Session State” or any “Special Crossing” transacted at any time, each as defined in the ASX
Operating Rules or any overseas trades or trades pursuant to the exercise of options over
Ordinary Shares;
“VWAP Period” means:
(A) in the case of a Conversion resulting from the occurrence of a Non-Viability Trigger
Event, the period of 5 ASX Business Days on which trading in Ordinary Shares took
place immediately preceding (but not including) the Non-Viability Trigger Event Date;
or
(B) otherwise, the period for which the VWAP is to be calculated in accordance with these
Conditions;
“Westpac Group” means the Issuer and its controlled entities taken as a whole;
“Winding-Up” means the legal procedure for the liquidation of the Issuer commenced when:
(A) a court order is made for the winding-up of the Issuer (and such order is not successfully
appealed or set aside within 30 days); or
(B) an effective resolution is passed, or deemed to have been passed, by shareholders or
members for the winding-up of the Issuer,
other than in connection with a Solvent Reconstruction.
A Winding-Up must be commenced by a court order or an effective resolution of shareholders
or members. Neither (i) the making of an application, the filing of a petition, or the taking of any
other steps for the winding-up of the Issuer (or any other procedure whereby the Issuer may be
dissolved, liquidated, sequestered or cease to exist as a body corporate), nor (ii) the
appointment of a receiver, administrator, administrative receiver, compulsory manager, Banking
Act statutory manager or other similar officer (other than a Liquidator) in respect of the Issuer,
constitutes a Winding-Up for the purposes of these Terms and Conditions; and

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“Write-off” has the meaning given to it in Condition 5.3(C) (No further rights) and “Written-off”
shall have a corresponding meaning.
1.2 Interpretation
In these Terms and Conditions:
(A) if Talons are specified in the Pricing Supplement as being attached to the Subordinated
Instruments at the time of issue, references to Coupons shall be deemed to include
references to Talons;
(B) if Talons are not specified in the Pricing Supplement as being attached to the
Subordinated Instruments at the time of issue, references to Talons are not applicable;
(C) any reference to principal shall be deemed to include the Redemption Amount, any
Additional Amounts in respect of principal which may be payable under Condition 10.1
(Gross up) (unless Condition 10.1 (Gross up) is specified in the Pricing Supplement as
being not applicable) and any other amount in the nature of principal payable pursuant
to these Terms and Conditions;
(D) any reference to interest shall be deemed to include any Additional Amounts in respect
of interest which may be payable under Condition 10.1 (Gross up) (unless Condition
10.1 (Gross up) is specified in the Pricing Supplement as being not applicable), all
amounts payable pursuant to Condition 7 (Interest) and any other amounts in the nature
of interest payable pursuant to these Terms and Conditions;
(E) if an expression is stated in Condition 1.1 (Definitions) to have the meaning given in the
Pricing Supplement, but the Pricing Supplement gives no such meaning or specifies
that such expression is “not applicable” then such expression is not applicable to the
Subordinated Instruments to which such Pricing Supplement relates;
(F) a reference to a matter which is described in the Prudential Standards is a reference to
that matter as it is updated, varied or replaced, and described in those Prudential
Standards, from time to time;
(G) a reference to an event occurring “after” the lapse of a period of time means the relevant
period of time not including the day on which the relevant event which triggered the
commencement of the period of time occurred;
(H) except where the context otherwise requires, a reference to any thing (including,
without limitation, any amount or Outstanding Principal Amount of any Subordinated
Instrument) is a reference to the whole or each part of it (including, without limitation,
the part or percentage of the Outstanding Principal Amount of a Subordinated
Instrument required to be Converted or Written-off); and
(I) if the provisions of these Terms and Conditions and/or the Pricing Supplement specifies
any Early Redemption Amount (Adverse Tax Event), Early Redemption Amount (Call),
Early Redemption Amount (Regulatory Event), Early Termination Amount, Final

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Redemption Amount, Interest Amount, Maximum Redemption Amount, Minimum
Redemption Amount or Redemption Amount (as applicable) (each a “Specified
Amount”) on a per Calculation Amount basis, the relevant Specified Amount in respect
of a Subordinated Instrument shall be deemed to be the relevant Specified Amount per
Calculation Amount divided by the Calculation Amount multiplied by the Outstanding
Principal Amount of each such Subordinated Instrument - i.e. a Specified Amount shall
be calculated as follows:
Specified
Amount =



Specified Amount per Calculation
Amount

Calculation Amount




x


Outstanding Principal
Amount



2. Form and Denomination
2.1 Form
(A) Subordinated Instruments shall be issued in bearer form (“Bearer Subordinated
Instruments”) or in registered form (“Registered Subordinated Instruments”), as
specified in the Pricing Supplement, and shall be serially numbered. Registered
Subordinated Instruments will not be exchangeable for Bearer Subordinated
Instruments.
(B) Subject to the final sentence of this paragraph, the Pricing Supplement shall specify
whether U.S. Treasury Regulation §1.163-5(c)(2)(i)(D) (the “TEFRA D Rules”) or U.S.
Treasury Regulation §1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”) shall apply. Each
Tranche of Subordinated Instruments is represented upon issue by a temporary global
Subordinated Instrument (a “Temporary Global Instrument”), unless the Pricing
Supplement specifies otherwise and the TEFRA C Rules apply.
Where the Pricing Supplement applicable to a Tranche of Subordinated Instruments
specifies that the TEFRA C Rules apply, such Tranche is (unless otherwise specified in
the Pricing Supplement) represented upon issue by a permanent global Subordinated
Instrument (a “Permanent Global Instrument”).
Interests in the Temporary Global Instrument may be exchanged for:
(i) interests in a Permanent Global Instrument; or
(ii) if so specified in the Pricing Supplement, definitive instruments in bearer form
(“Definitive Subordinated Instruments”).
Exchanges of interests in a Temporary Global Instrument for Definitive Subordinated
Instruments or, as the case may be, a Permanent Global Instrument will be made only
on or after the Exchange Date (as specified in the Pricing Supplement) and (unless the
Pricing Supplement specifies that the TEFRA C Rules are applicable to the

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Subordinated Instruments) provided certification as to the beneficial ownership thereof
as required by U.S. Treasury regulations (in substantially the form set out in the
Temporary Global Instrument or in such other form as is customarily issued in such
circumstances by the relevant clearing system) has been received. An exchange of
interests in a Temporary Global Instrument for Registered Subordinated Instruments
will be made at any time on or from such date as may be specified in the Pricing
Supplement, in each case, without any requirement for certification.
(C) The bearer of any Temporary Global Instrument shall not (unless, upon due
presentation of such Temporary Global Instrument for exchange (in whole but not in
part only) for a Permanent Global Instrument or for delivery of Definitive Subordinated
Instruments and/or Registered Subordinated Instruments, such exchange or delivery is
improperly withheld or refused and such withholding or refusal is continuing at the
relevant payment date) be entitled to receive any payment in respect of the
Subordinated Instruments represented by such Temporary Global Instrument which
falls due on or after the Exchange Date or be entitled to exercise any option on a date
after the Exchange Date.
(D) Unless the Pricing Supplement specifies that the TEFRA C Rules are applicable to the
Subordinated Instruments and subject to Condition 2.1(C) (Form) above, if any date on
which a payment of interest is due on the Subordinated Instruments of a Tranche occurs
while any of the Subordinated Instruments of that Tranche are represented by a
Temporary Global Instrument, the related interest payment will be made on the
Temporary Global Instrument only to the extent that certification as to the beneficial
ownership thereof as required by U.S. Treasury regulations (in substantially the form
set out in the Temporary Global Instrument or in such other form as is customarily
issued in such circumstances by the relevant clearing system) has been received by
the Hong Kong Paying Agent (in the case of a Temporary Global Instrument lodged with
a sub-custodian for the CMU Service) or (in any other case) by Euroclear or
Clearstream, Luxembourg or any other relevant clearing system. Payments of interest
due in respect of a Permanent Global Instrument will be made through Euroclear or
Clearstream, Luxembourg or the CMU Service or any other relevant clearing system
without any requirement for certification.
(E) Interests in a Permanent Global Instrument will be exchanged by the Issuer in whole
but not in part only at the option of the Holder of such Permanent Global Instrument,
for Definitive Subordinated Instruments (i) if an Event of Default (as defined below)
occurs in respect of any Subordinated Instrument of the relevant Series; or (ii) if
Euroclear or Clearstream, Luxembourg or the CMU Service or any other relevant
clearing system is closed for business for a continuous period of fourteen days (other
than by reason of public holidays) or announces an intention to cease business
permanently or in fact does so in both cases at the cost and expense of the Issuer. If
the Issuer does not make the required delivery of Definitive Subordinated Instruments
by 6.00 p.m. (London time) on the thirtieth day after the day on which such Permanent
Global Instrument becomes due to be exchanged and, in the case of (i) above, such
Subordinated Instrument is not duly redeemed (or the funds required for such
redemption are not available to the Fiscal Agent for the purposes of effecting such
redemption and remain available for such purpose) by 6.00 p.m. (London time) on the

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thirtieth day after the day on which such Subordinated Instrument became immediately
redeemable, such Permanent Global Instrument will become void in accordance with
its terms but without prejudice to the rights conferred by the Deed of Covenant.
(F) Definitive Subordinated Instruments have attached thereto at the time of their initial
delivery coupons (“Coupons”), presentation of which will be a prerequisite to the
payment of interest save in certain circumstances specified herein. Definitive
Subordinated Instruments, if so specified in the Pricing Supplement, have attached
thereto, at the time of their initial delivery, a Talon for further coupons and the expression
“Coupons” shall, where the context so requires, include Talons.
2.2 Denomination
Denomination of Bearer Subordinated Instruments
(A) Subordinated Instruments will be in such denomination or denominations (each of
which denomination is integrally divisible by each smaller denomination) specified in
the Pricing Supplement or such other denominations as may be agreed between the
Issuer and the relevant Dealer save that the minimum denomination of each
Subordinated Instrument will be €100,000 (or the equivalent amount in another
currency). Subordinated Instruments of one denomination may not be exchanged for
Subordinated Instruments of any other denomination.
(B) Where a Temporary Global Instrument, issued in bearer form, is to be cleared through
Euroclear or Clearstream, Luxembourg or any other relevant clearing system and is to
be exchangeable for Definitive Subordinated Instruments upon the Holder’s request,
the Subordinated Instruments may only be issued in such denominations as Euroclear
or Clearstream, Luxembourg or such other relevant clearing system will permit at that
time.
(C) If the Temporary Global Instrument, issued in bearer form, is exchangeable for a
Definitive Subordinated Instrument at the option of the Holders thereof, the
Subordinated Instruments shall be tradeable only in principal amounts of at least the
Denomination (or, if more than one Denomination, the lowest Denomination).
Denomination of Registered Subordinated Instruments
(D) Registered Subordinated Instruments will be in the minimum denomination specified in
the Pricing Supplement or integral multiples thereof.
(E) Where a Temporary Global Instrument, issued in registered form, is to be cleared
through Euroclear or Clearstream, Luxembourg or any other relevant clearing system
and is to be exchangeable for Definitive Subordinated Instruments upon the Holder’s
request, the Subordinated Instruments may only be issued in such denominations as
Euroclear or Clearstream, Luxembourg or such other relevant clearing system will
permit at that time.

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(F) If the Temporary Global Instrument, issued in registered form, is exchangeable for a
Definitive Subordinated Instrument at the option of the Holders thereof, the
Subordinated Instruments shall be tradeable only in principal amounts of at least the
Denomination (or, if more than one Denomination, the lowest Denomination).
2.3 Currency of Subordinated Instruments
The Subordinated Instruments are denominated in such currency as may be specified in the
Pricing Supplement (the “Specified Currency”). Any currency may be so specified, subject to
compliance with all applicable legal and/or regulatory and/or central bank requirements.
3. Title and Transfer
3.1 Title
(A) Title to Subordinated Instruments and Coupons passes by delivery. References herein
to the “Holders” of Subordinated Instruments or of Coupons are to the bearers of such
Subordinated Instruments or such Coupons, as the case may be.
(B) Title to Registered Subordinated Instruments passes by transfer and registration in the
register which the Issuer shall procure to be kept by the Registrar. For the purposes of
these Terms and Conditions, “Registrar” means, in relation to any Series comprising
Registered Subordinated Instruments, the Principal Registrar, the First Alternative
Registrar or, as the case may be, the Second Alternative Registrar, as specified in the
Pricing Supplement. References herein to the “Holders” of Registered Subordinated
Instruments are to the persons in whose names such Registered Subordinated
Instruments are so registered in the relevant register.
(C) The Holder of any Bearer Subordinated Instrument, Coupon or Registered
Subordinated Instrument will (except as otherwise required by applicable law or
regulatory requirement) be treated as its absolute owner for all purposes (whether or
not it is overdue and regardless of any notice of ownership, trust or any interest thereof
or therein, any writing thereon, or any theft or loss thereof) and no person shall be liable
for so treating such Holder.
3.2 Transfer of Registered Subordinated Instruments and exchange of Bearer Subordinated
Instruments for Registered Subordinated Instruments
(A) A Registered Subordinated Instrument may, upon the terms and subject to the
conditions set forth in the Issue and Paying Agency Agreement, be transferred in whole
or in part only (provided that such part is, or is an integral multiple of, the minimum
denomination specified in the Pricing Supplement) upon the surrender of the
Registered Subordinated Instrument to be transferred, together with the form of transfer
endorsed on it duly completed and executed, at the Specified Office of the Registrar. A
new Registered Subordinated Instrument will be issued to the transferee and, in the
case of a transfer of part only of a Registered Subordinated Instrument, a new
Registered Subordinated Instrument in respect of the balance not transferred will be
issued to the transferor.

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(B) If so specified in the Pricing Supplement, the Holder of Bearer Subordinated
Instruments may exchange the same for the same Outstanding Principal Amount of
Registered Subordinated Instruments upon the terms and subject to the conditions set
forth in the Issue and Paying Agency Agreement. In order to exchange a Bearer
Subordinated Instrument for a Registered Subordinated Instrument, the Holder thereof
shall surrender such Bearer Subordinated Instrument at the Specified Office outside
the United States of the Fiscal Agent or of the Registrar together with a written request
for the exchange. Each Bearer Subordinated Instrument so surrendered must be
accompanied by all unmatured Coupons and all unexchanged Talons appertaining
thereto other than the Coupon in respect of the next payment of interest falling due after
the exchange date (as defined in Condition 3.2(C) (Transfer of Registered Subordinated
Instruments and exchange of Bearer Subordinated Instruments for Registered
Subordinated Instruments) where the exchange date would, but for the provisions of
Condition 3.2(C) (Transfer of Registered Subordinated Instruments and exchange of
Bearer Subordinated Instruments for Registered Subordinated Instruments), occur
between the Record Date (as defined in Condition 9.2(D) (Payments – Registered
Subordinated Instruments)) for such payment of interest and the date on which such
payment of interest falls due.
(C) Each new Registered Subordinated Instrument to be issued upon the transfer of a
Registered Subordinated Instrument or the exchange of a Bearer Subordinated
Instrument for a Registered Subordinated Instrument will, within three Relevant
Banking Days of the transfer date or, as the case may be, the exchange date be
available for collection by each relevant Holder at the Specified Office of the Registrar
or, at the option of the Holder requesting such exchange or transfer, be mailed (by
uninsured post at the risk of the Holder(s) entitled thereto) to such address(es) as may
be specified by such Holder. For these purposes, a form of transfer or request for
exchange received by the Registrar or the Fiscal Agent after the Record Date in respect
of any payment due in respect of Registered Subordinated Instruments shall be
deemed not to be effectively received by the Registrar or the Fiscal Agent until the day
following the due date for such payment.
For the purposes of these Terms and Conditions:
(i) “Relevant Banking Day” means a day on which commercial banks are open
for business (including dealings in foreign exchange and foreign currency
deposits) in the place where the Specified Office of the Registrar is located and,
in the case only of an exchange of a Bearer Subordinated Instrument for a
Registered Subordinated Instrument where such request for exchange is made
to the Fiscal Agent, in the place where the Specified Office of the Fiscal Agent
is located;
(ii) the “exchange date” shall be the Relevant Banking Day following the day on
which the relevant Bearer Subordinated Instrument shall have been
surrendered for exchange in accordance with Condition 3.2(B) (Transfer of
Registered Subordinated Instruments and exchange of Bearer Subordinated
Instruments for Registered Subordinated Instruments); and