Westpac establishes Wholesale Capital Notes Programme

ASX Release


21 December 2021

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

Westpac establishes a Wholesale Capital Notes Programme

Westpac Banking Corporation (Westpac) has established a Wholesale Capital Notes
Programme for the issue of Additional Tier 1 Capital Notes.

Attached is the Information Memorandum dated 21 December 2021. Westpac may, from time
to time, offer Capital Notes on the terms and conditions described in the Information
Memorandum.


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


Disclaimer

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




Level 18, 275 Kent Street
Sydney, NSW, 2000

Information Memorandum












Capital Notes Programme
for the issue of Additional Tier 1 Capital Notes







Issuer
Westpac Banking Corporation
(ABN 33 007 457 141)



Arranger, Programme Manager and Dealer
Westpac Banking Corporation







21 December 2021

Contents

Page
Important Notice 3
Programme Summary and Description of the Capital Notes 10
Capital Notes Risks 25
Conditions of the Capital Notes 41
Subscription and Sale 100
Australian Taxation 104
Additional Information 109
Directory 112



The Capital Notes are not secured. Investment-type products are subject to investment risks,
including possible delays in payment and loss of income and capital invested. Neither Westpac
nor any member of the Westpac Group in any way guarantees the capital value and/or
performance of the Capital Notes or any particular rate of return.

Investors should be aware that Capital Notes may be Converted into Ordinary Shares of Westpac
or Written-off if a Capital Trigger Event or Non-Viability Trigger Event occurs.

3



Important Notice
Introduction
Westpac Banking Corporation, acting through its head office in Sydney (“Westpac” or the “Issuer”),
may offer from time to time non-cumulative, convertible, transferable, redeemable, subordinated,
perpetual, unsecured notes ("Capital Notes") under the Capital Note Programme described in this
Information Memorandum (“Programme”). Westpac intends that Capital Notes issued under the
Programme constitute Additional Tier 1 Capital as described in the prudential standards issued by the
Australian Prudential Regulation Authority (“APRA”).
The Conditions (defined below) of Capital Notes are complex and include features to comply
with APRA’s requirements for instruments that fund regulatory capital of Westpac. In particular,
Capital Notes may be Converted into Ordinary Shares or Written-off if a Capital Trigger Event or
Non-Viability Trigger Event occurs. Capital Notes may not be suitable for all investors and any
potential investor should consider the suitability of the investment in its own circumstances.
The liabilities which are preferred by law to the claim of a holder in respect of the Capital Notes
may be substantial and the Conditions do not limit the amount of such liabilities which may be
incurred or assumed by Westpac from time to time.
The Capital Notes are not deposit liabilities or protected accounts of Westpac for the purposes of the
Banking Act 1959 (Cth) (“Banking Act”) or Financial Claims Scheme established under the Banking
Act (“Financial Claims Scheme”) and are not subject to the deposit protection provisions of Australian
banking legislation (including the Australian Government guarantee of certain bank deposits). Capital
Notes that are offered for issue or sale or transferred in Australia are offered only in circumstances that
would not require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act 2001 (Cth)
(“Corporations Act”).
Westpac’s responsibility
This Information Memorandum has been prepared by, and issued with the authority of, Westpac.
Westpac accepts responsibility for the information contained in this Information Memorandum.
Place of issuance
Subject to applicable laws, regulations and directives, Westpac may issue Capital Notes in Australia but
not in any country outside Australia.
Terms and conditions of issue
Capital Notes will be issued in series (each a “Series”). Each Series may comprise one or more
tranches (each a “Tranche”) having one or more issue dates and on conditions that are otherwise
identical (other than, to the extent relevant, in respect of the Issue Price and the date and amount of the
first Distribution payment).
Each issue of Capital Notes will be made pursuant to such documentation as Westpac may determine.
This Information Memorandum summarises information regarding the issue of Capital Notes in
uncertificated registered form in the wholesale debt capital markets in Australia. A supplement
(“Supplement”) will be issued for each Tranche of Capital Notes. A Supplement will contain details of
the initial aggregate principal amount, Distributions (if any) payable, Issue Price and Issue Date together
with any other terms and conditions not set out in this Information Memorandum that may be applicable
to that Tranche or Series of Capital Notes. The terms and conditions (“Conditions”) applicable to

4



Capital Notes are included in this Information Memorandum and may be supplemented, amended,
modified or replaced by the Supplement applicable to those Capital Notes.
Westpac may also publish a supplement to this Information Memorandum (or additional Information
Memoranda) which describes the issue of Capital Notes not otherwise described in this Information
Memorandum. A Supplement may also supplement, amend, modify or replace any statement or
information set out in this Information Memorandum.
Documents incorporated by reference
This Information Memorandum is to be read in conjunction with all documents which are deemed to be
incorporated into it by reference as set out below. This Information Memorandum shall, unless otherwise
expressly stated, be read and construed on the basis that such documents are so incorporated and form
part of this Information Memorandum. References to “Information Memorandum” are to this
Information Memorandum and any other document incorporated by reference and to any of them
individually.
The following documents (including any that are published or issued from time to time after the date of
this Information Memorandum) are incorporated in, and taken to form part of, this Information
Memorandum:
• all amendments and supplements to this Information Memorandum prepared by Westpac from
time to time;
• the most recently published consolidated audited annual financial statements of Westpac, and
any interim financial statements of Westpac (whether audited or unaudited) published
subsequently to such annual financial statements, from time to time;
• the most recently published Annual Report and Interim Financial Results Announcement (or
such other equivalent announcement) of Westpac, each lodged with the Australian Securities
Exchange operated by ASX Limited (ABN 98 008 624 691) (“ASX”) from time to time; and
• each Supplement and all documents issued by Westpac and expressly stated to be
incorporated in this Information Memorandum by reference.
Any statement contained in this Information Memorandum or in any of the documents incorporated by
reference in, and forming part of this Information Memorandum, shall be modified, replaced or
superseded for the purpose of this Information Memorandum to the extent that a statement contained
in any document subsequently incorporated by reference into this Information Memorandum modifies,
replaces or supersedes such statement (including whether expressly or by implication or in whole or in
part). Any statement so modified, replaced or superseded shall not be deemed, except as so modified,
replaced or superseded, to constitute a part of this Information Memorandum.
Except as provided above, no other information, including any information on the internet site addresses
of Westpac or in any document incorporated by reference in any of the documents described above or
documents or information that are publicly filed, is incorporated by reference into this Information
Memorandum.
Copies of documents which are incorporated by reference in this Information Memorandum may be
obtained from Westpac and the Programme Manager (each as defined in the section entitled
“Programme Summary” below) on request or from such other person specified in a Supplement.
When deciding whether or not to subscribe for, purchase or otherwise deal in any Capital Notes or any
rights in respect of any Capital Notes, investors should:

5



• review, amongst other things, the documents which are deemed to be incorporated by reference
in this Information Memorandum; and
• have regard to the information lodged by Westpac 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 release of this Information
Memorandum.
No independent verification
The only role of the Arranger, the Programme Manager, the Dealer or the Agents (each as defined in
the section entitled “Programme Summary” below) in the preparation of this Information Memorandum
has been to confirm to Westpac that their respective descriptions in the section entitled “Directory” below
are accurate as at the Preparation Date (as defined below).
Apart from the foregoing, none of the Arranger, the Programme Manager, the Dealer or any Agent has
independently verified the information contained in this Information Memorandum. Accordingly, no
representation, warranty or undertaking, express or implied, is made, and no responsibility or liability is
accepted, by any of them as to the accuracy or completeness of this Information Memorandum, any
offering material relating to the Programme or any Capital Notes or any further information supplied by
Westpac in connection with the Programme or any Capital Notes (except for confirming their respective
descriptions in the section entitled “Directory” below).
The Arranger, the Programme Manager, the Dealer and the Agents expressly do not undertake to review
the financial condition or affairs of Westpac or any of its affiliates at any time or to advise any holder of
a Capital Note of any information coming to their attention with respect to Westpac, the Programme or
the Capital Notes and make no representations as to the ability of Westpac to comply with its obligations
under the Capital Notes. None of the Arranger, the Programme Manager, the Dealer or the Agents
make any representation as to the performance of Westpac, the maintenance of capital or any particular
rate of return, nor does the Arranger, the Programme Manager, any Dealer or Agent guarantee the
payment of capital or any particular rate of capital or income return, in each case, on the Capital Notes.
The Programme Manager acts in this Programme in its capacity as manager of the Programme, and
not in any capacity as a fiduciary.
Intending purchasers to make independent investment decision and obtain professional advice
This Information Memorandum contains only summary information concerning Westpac, the
Programme and the Capital Notes. None of the information contained in this Information Memorandum
or any other information supplied in connection with the Programme or the issue of any Capital Notes is
intended to provide the basis of any credit or other evaluation in respect of Westpac or any Capital Notes
and should not be considered or relied upon as a recommendation or a statement of opinion, or a report
of either of those things, by any of Westpac, the Arranger, the Programme Manager, the Dealer or any
Agent that any recipient of this Information Memorandum or any other information supplied in connection
with the Programme or the issue of any Capital Notes should subscribe for, purchase or otherwise deal
in any Capital Notes or any rights in respect of any Capital Notes.
Each investor contemplating subscribing for, purchasing or otherwise dealing in any Capital Notes or
any rights in respect of any Capital Notes should:
• make and rely upon (and shall be taken to have made and relied upon) its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of Westpac and its affiliates and the risks of an investment in any Capital Notes;
• determine for itself the relevance of the information contained in this Information Memorandum
(including all information incorporated by reference and forming part of this Information

6



Memorandum) and any other information supplied in connection with the Programme and the
Capital Notes, and must base its investment decision solely upon its independent assessment
and such investigations as it considers necessary; and
• consult its own financial, legal, tax or other professional advisers about the risks associated with
an investment in any Capital Notes and the suitability of investing in the Capital Notes in light
of its particular circumstances.
No accounting, regulatory, investment, legal, tax or other professional advice is given in respect of the
legal or taxation treatment of investors or purchasers in connection with an investment in any Capital
Notes or rights in respect of them and each investor is advised to consult its own professional adviser.
No offer
This Information Memorandum does not, and is not intended to, constitute an offer or invitation by or on
behalf of Westpac, the Arranger, the Programme Manager, the Dealer or any Agent to any person to
subscribe for, purchase or otherwise deal in any Capital Notes nor is it intended to be used for the
purpose of or in connection with offers or invitations to subscribe for, purchase or otherwise deal in any
Capital Notes.
Australian banking legislation
Westpac is an “authorised deposit-taking institution” (“ADI”) as that term is defined under the Banking
Act. Under sections 13A(3) and 16(2) of the Banking Act and section 86 of the Reserve Bank Act 1959
of Australia (“Reserve Bank Act”), certain debts of Westpac are preferred by law, as described below.
Section 13A(3) of the Banking Act provides that, in the event an ADI becomes unable to meet its
obligations or suspends payment, the ADI’s assets in Australia are available to meet specified liabilities
of the ADI in priority to all other liabilities of the ADI (including, in the case of Westpac, the Capital
Notes). These specified liabilities include certain obligations of the ADI to APRA in respect of amounts
payable by APRA to holders of protected accounts, other liabilities of the ADI in Australia in relation to
protected accounts, debts to the Reserve Bank of Australia (“RBA”) and certain other debts to APRA.
A ‘‘protected account’’ is either:
(a) an account, or covered financial product, that is kept under an agreement between the account-
holder and the ADI requiring the ADI to pay the account-holder, on demand or at an agreed
time, the net credit balance of the account or covered financial product at the time of the demand
or the agreed time (as appropriate); or
(b) another account prescribed by regulation.
Certain assets, such as the assets of Westpac in a cover pool for covered bonds issued by Westpac,
are excluded from constituting assets in Australia for the purposes of section 13A of the Banking Act,
and those assets are subject to the prior claims of the covered bond holders and certain other secured
creditors in respect of the covered bonds.
Under section 16(2) of the Banking Act, certain other debts of Westpac due to APRA shall in a winding-
up of Westpac have, subject to section 13A(3) of the Banking Act, priority over all other unsecured debts
of Westpac. Further, section 86 of the Reserve Bank Act provides that in a winding-up of Westpac,
debts due by Westpac to the RBA shall, subject to section 13A(3) of the Banking Act, have priority over
all other debts of Westpac.
Capital Notes are not deposit liabilities or protected accounts of Westpac for the purposes of the Banking
Act or Financial Claims Scheme.

7



The liabilities which are preferred by law to the claim of a holder in respect of a Capital Note will be
substantial and the Conditions do not limit the amount of such liabilities which may be incurred or
assumed by Westpac from time to time.
Selling restrictions and no disclosure required
Neither this Information Memorandum nor any other disclosure document (as defined in the
Corporations Act) in relation to the Capital Notes has been, or will be, lodged with the Australian
Securities and Investments Commission (“ASIC”) or any other government agency. The Information
Memorandum is not a prospectus, product disclosure statement or other disclosure document for the
purposes of the Corporations Act. No action has been taken which would permit a public offering of the
Capital Notes or distribution of this Information Memorandum or offering material relating to any Capital
Notes in any jurisdiction where action for that purpose is required (including circumstances that would
require disclosure under Parts 6D.2 or 7.9 of the Corporations Act). The distribution and use of this
Information Memorandum, including any Supplement, any advertisement or other offering material, and
the offer or sale of Capital Notes, may be restricted by law in certain jurisdictions and intending
purchasers and other investors should inform themselves about and observe any such restrictions.
Persons into whose possession this Information Memorandum or any Capital Notes come must inform
themselves about, and observe, any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of the Capital Notes, and on
distribution of this Information Memorandum, any Supplement or other offering material relating to the
Capital Notes see the section of this Information Memorandum entitled “Subscription and Sale”.
None of Westpac, the Arranger, the Programme Manager, the Dealer or any Agent represents that any
Capital Notes may be lawfully offered for subscription or purchase or otherwise dealt with in compliance
with any applicable registration or other requirements in any jurisdiction outside Australia, or pursuant
to an exemption available thereunder, or assume any responsibility for facilitating any such offering or
other dealing.
A person may not (directly or indirectly) offer for subscription or purchase, or issue an invitation to
subscribe for or buy Capital Notes, nor distribute or publish this Information Memorandum or any other
offering material or advertisement relating to the Capital Notes, except if the offer or invitation, or
distribution or publication, complies with all applicable laws, regulations and directives.
No registration in the United States
The Capital Notes have not been, and will not be, registered under the United States Securities Act of
1933 (as amended) (“U.S. Securities Act”). The Capital Notes may not be offered, sold, delivered or
transferred, at any time, within the United States, its territories or possessions or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act (“Regulation S”))
except in a transaction exempt from, or not subject to, the registration requirements of the U.S.
Securities Act.
Distribution to professional investors only
This Information Memorandum has been prepared on a confidential basis for institutions whose ordinary
business includes the buying or selling of securities. This Information Memorandum is not intended for
and should not be distributed to any other person. Its contents may not be reproduced or used in whole
or in parts for any purpose other than in connection with the Programme, nor furnished to any other
person without the express written permission of Westpac.

8



No authorisation
No person has been authorised to give any information or make any representations not contained in or
consistent with this Information Memorandum in connection with Westpac, the Programme or the issue
or sale of the Capital Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by Westpac, the Arranger, the Programme Manager, the Dealer or any
Agent.
Agency and distribution arrangements
Westpac has agreed to pay the Agents’ fees for undertaking their respective roles and reimburse them
for certain of their expenses incurred in connection with the Programme.
Westpac may also pay a Dealer a fee in respect of the Capital Notes subscribed by it, may agree to
reimburse the Dealers for certain expenses incurred in connection with this Programme and may
indemnify the Dealers against certain liabilities in connection with the offer and sale of Capital Notes.
Westpac, the Arranger, the Programme Manager, the Dealer and the Agents, and their respective
related entities, directors and employees may have pecuniary or other interests in the Capital Notes and
may also have interests pursuant to other arrangements and may receive fees, brokerage and
commissions and may act as a principal in dealings in the Capital Notes.
References to credit ratings
There are references in this Information Memorandum to credit ratings. A credit rating is not a
recommendation to buy, sell or hold the Capital Notes and may be subject to revision, variation,
suspension or withdrawal at any time by the relevant assigning organisation. Each credit rating should
be evaluated independently of any other credit rating.
Credit ratings are for distribution only to a person (a) who is not a “retail client” within the meaning of
section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other
investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act,
and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any
jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to
receive this Information Memorandum and anyone who receives this Information Memorandum must
not distribute it to any person who is not entitled to receive it.
Currencies
In this Information Memorandum references to “A$” or “Australian Dollars” are to the lawful currency
of the Commonwealth of Australia.
Currency of information
The information contained in this Information Memorandum is prepared as of its Preparation Date.
Neither the delivery of this Information Memorandum nor any offer, issue or sale made in connection
with this Information Memorandum at any time implies that the information contained in it is correct at
any time subsequent to the Preparation Date or that any other information supplied in connection with
the Programme or the issue of Capital Notes is correct as of any time subsequent to the Preparation
Date or that there has been no change (adverse or otherwise) in the financial condition or affairs of
Westpac at any time subsequent to the Preparation Date.
In particular, Westpac is under no obligation to update this Information Memorandum at any time after
an issue of Capital Notes.

9



In this Information Memorandum, “Preparation Date” means, in relation to:
• this Information Memorandum, the date indicated on its face or, if the Information Memorandum
has been amended, supplemented, modified or replaced, the date indicated on the face of that
amendment, supplement, modification or replacement;
• accounts, reports or financial results announcements incorporated in this Information
Memorandum, the date up to or as at the date on which such accounts, reports or financial
results announcements relate; and
• any other item of information which is to be read in conjunction with this Information
Memorandum, the date indicated on its face as being its date of release or effectiveness.
References to internet site addresses
Any internet site addresses provided in this Information Memorandum are for reference only and the
content of any such internet site is not incorporated by reference into, and does not form part of, this
Information Memorandum.
Defined words and expressions
Capitalised expressions which are not otherwise defined in this Information Memorandum have the
meanings given in Condition 16.2 of the Conditions.

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Programme Summary and Description of the Capital Notes
The following is a brief summary only and should be read in conjunction with the rest of this Information
Memorandum and, in relation to any Capital Notes, in conjunction with the Deed Poll (as defined below),
the Conditions and any relevant Supplement. A term used below but not otherwise defined has the
meaning given to it in the Conditions. A reference to a “Supplement” does not limit the provisions or
features of this Programme which may be supplemented, amended, modified or replaced by a
Supplement in relation to a particular Tranche or Series of Capital Notes.
Issuer:

Westpac Banking Corporation (ABN 33 007 457 141, AFSL No.
233714), acting through its head office in Sydney.
Westpac is one of the four major banks in Australia and one of the five
major banks in New Zealand. Westpac has branches, affiliates and
controlled entities throughout Australia, New Zealand, Asia and in the
Pacific region, and maintains branches and offices in some of the key
financial centres around the world.

Westpac’s principal office is located at 275 Kent Street, Sydney, New
South Wales, 2000, Australia.
Programme: Subject to applicable legal and regulatory restrictions, a non-
underwritten programme for the issuance of non-cumulative,
convertible, transferable, redeemable, subordinated, perpetual,
unsecured notes ("Capital Notes").
Programme Term: The term of the Programme continues until terminated by Westpac.
Arranger and
Programme Manager:
Westpac Banking Corporation.
Dealer: Westpac Banking Corporation.
Additional Dealers may be appointed from time to time under a
subscription or dealer agreement incorporating the terms of the Dealer
Common Terms Deed dated 21 December 2021. A list of the then
current Dealers may be obtained from the Programme Manager.
Registrar and Agent: BTA Institutional Services Australia Limited (ABN 48 002 916 396),
Westpac Banking Corporation and/or each other person appointed from
time to time by Westpac, to perform registry, issuing and paying agency
and calculation functions in relation to a Series or Tranche of Capital
Notes. Details of each such appointment will be contained in the
applicable Supplement.
Agents: Each Registrar and any other person appointed by Westpac to perform
other agency functions with respect to any Series or Tranche of Capital
Notes. Details of each such appointment may be contained in the
applicable Supplement.

11



Form of
Capital Notes:
Capital Notes will take the form of entries in a register. No certificate or
other evidence of title will be issued unless Westpac determines that
certificates should be available or it is required to do so pursuant to all
applicable laws, regulations or directives.
The Conditions of the Capital Notes are set out in this Information
Memorandum and may be supplemented, amended, modified or
replaced as specified in the applicable Supplement for the relevant
Tranche.
Capital Notes of any Series may be described as “Notes” or "Capital
Notes" or any other agreed marketing name.
Deed Poll:
Westpac has entered into the Capital Notes Deed Poll in favour of each
person who is from time to time a Holder of Capital Notes ("Deed Poll").
The Deed Poll gives legal effect to Westpac's obligations in the
Conditions and also includes provisions for meetings of Holders.

Each Holder can enforce Westpac's obligations under the Deed Poll,
including the Conditions and the meeting provisions, independently of
the Registrar and each other Holder.
Method of Issue: Capital Notes will be issued in Series. Each Series may comprise one
or more Tranches having one or more issue dates and on conditions that
are otherwise identical (other than, to the extent relevant, in respect of
the Issue Price and the date and amount of the first scheduled
Distribution payment). The Capital Notes of each Tranche of a Series
are intended to be fungible with the other Tranches of Capital Notes of
that Series.
However, in certain circumstances, Capital Notes of a particular Tranche
may not be nor become fungible with Capital Notes of any other Tranche
or Tranches forming part of the same Series until a specified time
following the issue thereof, all as described in the applicable
Supplement.
Supplement: This Information Memorandum is to be read, in relation to the issue of
any Capital Notes, in conjunction with the applicable Supplement issued
by Westpac in relation to such Capital Notes. This document is intended
to describe in general the nature of the Programme. Each Supplement
will provide particular information relating to a particular Tranche of
Capital Notes to be issued as part of a Series including details of the
form of the Capital Notes, the Series in which the Capital Notes will be
issued and other information pertinent to the issue of those Capital
Notes.
Title: Entry of the name of a person in the relevant Register (if applicable) in
respect of a Capital Note constitutes the obtaining or passing of title and
is conclusive evidence that the person so entered is the registered
owner of such Capital Note.
Perpetual (no fixed
term):
Capital Notes do not have a fixed maturity date and could exist
indefinitely.

There are a number of events that may occur while Capital Notes are
on issue, including:

12



• Conversion on the Scheduled Conversion Date;
• Conversion or Write-off if a Capital Trigger Event or Non-
Viability Trigger Event occurs;
• Conversion if an Acquisition Event occurs;
• Conversion on an Optional Conversion Date specified in the
applicable Supplement or if a Tax Event or Regulatory Event
occurs; and
• Redemption or Transfer, including on a Redemption Date or
Transfer Date specified in the applicable Supplement or if a
Tax Event or Regulatory Event occurs.

These events are described further below.

No right to return of
capital:
There can be no certainty that Capital Notes will be Converted,
Redeemed or Transferred under the Conditions and the Outstanding
Principal Amount may not be repaid. Holders do not have a right to
request or require Westpac to Convert, Redeem or arrange for the
Transfer of Capital Notes. Holders should not expect that APRA’s
approval, if requested, will be given for any Redemption, purchase or
buy-back of Capital Notes.

Ranking of the
Capital Notes:
In the event of a Winding Up, if Capital Notes are still on issue and have
not been Redeemed or Converted, or otherwise had the rights attaching
to them terminated, they will rank:
• senior to Ordinary Shares;
• equally among themselves, Capital Notes of each other Series
and with all other Equal Ranking Capital Securities; and
• junior to Senior Creditors (including depositors and holders of
Westpac's senior or less subordinated debt).
However, it is likely that a Capital Trigger Event or Non-Viability Trigger
Event would occur prior to a Winding Up and the Capital Notes would
have been either:
• Converted into Ordinary Shares, in which case Holders will hold
Ordinary Shares and rank equally with other holders of Ordinary
Shares in a Winding Up; or
• Written-off, in which case Holders' rights in relation to such
Capital Notes are terminated immediately on the Capital Trigger
Event Date or Non-Viability Trigger Event Date (as the case may
be), and Holders will lose all of the value of their investment in
those Capital Notes and they will not receive any compensation
or unpaid Distributions.
The ranking of the Capital Notes is not affected by the date of registration
of the name of any holder of a Capital Note in the Capital Notes Register.

13



Unsecured: Capital Notes are unsecured. They are not deposit liabilities or protected
accounts of Westpac for the purposes of the Banking Act or Financial
Claims Scheme and are not subject to the deposit protection provisions
of Australian banking legislation (including the Australian Government
guarantee of certain bank deposits).
No set-off in relation to
Capital Notes:
Neither Westpac nor any Holder of Capital Notes is entitled to set-off any
amounts due in respect of the Capital Notes held by the Holder against
any amount of any nature owed by Westpac to the Holder or by the
Holder to Westpac (as applicable).
Austraclear System: Westpac intends to apply to Austraclear for approval for the Capital
Notes to be traded on the Austraclear System.
Capital Notes which are held in the Austraclear System will be registered
in the name of Austraclear Ltd.
Where Capital Notes are held in the Austraclear System:
• any investor who is not a “Participant” as defined in the
Austraclear Regulations (an “Austraclear Participant”) will
have to maintain arrangements with an Austraclear Participant
in order to hold an interest in Capital Notes or to receive any
Ordinary Shares issued on Conversion. Westpac has no
responsibility for these arrangements or for the performance by
an Austraclear Participant of its obligations; and
• for the purposes of determining the person entitled to be
issued Ordinary Shares (or the Sale Agent, if applicable),
Westpac will treat the relevant Austraclear Participant as the
holder of the Capital Notes.

Listing: The Capital Notes will not be listed on any stock exchange. Westpac will
use all reasonable endeavours to list Ordinary Shares issued upon
Conversion on the ASX.
Governing law: The Capital Notes and all related documentation will be governed by the
laws of New South Wales, Australia.
Currencies: Capital Notes will be denominated in Australian Dollars. Payments in
respect of the Capital Notes will be made in Australian Dollars.
Denominations: Capital Notes will be issued fully paid in the denomination of A$100,000
or otherwise in such denominations as are agreed between Westpac
and the relevant Dealer as specified in the applicable Supplement.
Use of proceeds: The net proceeds of any issue of Capital Notes will be used by Westpac
for general business purposes.

14



Payments: It is Westpac’s intention that payments of principal, Distributions and
other amounts on Capital Notes entered in the Austraclear System will
be made in accordance with the rules and regulations of the Austraclear
System from time to time.
The Autonomous Sanctions Regulations 2011 (Cth) and other
regulations in Australia prohibit payments, transactions and dealings
with assets or named individuals or entities subject to international
sanctions or associated with terrorism.
Distributions: Capital Notes are scheduled to pay regular Distributions on the basis
and the dates specified in the Supplement.
Distributions are also payable on each Conversion Date (other than a
Capital Tigger Event Date or a Non-Viability Trigger Event Date),
Redemption Date or Transfer Date.
In all cases, Distributions are discretionary and non-cumulative and
payment of a Distribution is subject to satisfaction of the Distribution
Payment Conditions (described below).
Calculation of
Distributions:

The Distribution payable in respect of a Capital Note on a Distribution
Payment Date is determined in accordance with the following formula:

Distribution = Distribution Rate x Outstanding Principal Amount
x Day Count Fraction


Distribution Rate for a
Fixed Rate Capital Note:

The Distribution Rate for a Fixed Rate Capital Note is determined in
accordance with the following formula:

Distribution Rate = (Base Rate + Margin) x (1 – Tax Rate)

where:

Base Rate (which, as it applies to a Fixed Rate Capital Note will be a
fixed benchmark reference) and Margin are as specified in, or
determined in accordance with the provisions of, the Supplement; and

Tax Rate is the Australian corporate tax rate applicable to the franking
account of Westpac at the relevant Distribution Payment Date.

Distribution Rate for a
Floating Rate Capital
Note:

The Distribution Rate for a Floating Rate Capital Note is determined in
accordance with the following formula:

Distribution Rate = (Base Rate + Margin) x (1 – Tax Rate)

where:

Base Rate (which, as it applies to a Floating Rate Capital Note, will be
a floating rate, for example, the BBSW Rate) and Margin are as
specified in, or determined in accordance with the provisions of, the
Supplement; and

15



Tax Rate is the Australian corporate tax rate applicable to the franking
account of Westpac at the relevant Distribution Payment Date.

Distribution Rate for a
Fixed-to-Floating Rate
Capital Note:

During the Fixed Rate Period, the Distribution Rate for a Fixed-to-
Floating Rate Capital Note is determined in accordance with the
provisions for determining the Distribution Rate for a Fixed Rate
Capital Note.

During the Floating Rate Period, the Distribution Rate for a Fixed-to-
Floating Rate Capital Note is determined in accordance with the
provisions for determining the Distribution Rate for a Floating Rate
Capital Note.

Franking:

Distributions are expected to be franked and accordingly Holders are
expected to receive cash Distributions and franking credits. However,
the level of franking may vary over time and Distributions may be fully,
partially or not franked.

To the extent that Distributions are franked, the unfranked Distribution
Rate on the Capital Notes will represent the potential value of the
franking credits combined with the cash Distribution amount.

If a Distribution is not fully franked then the amount of the cash
Distribution will be adjusted to compensate for the unfranked amount.

If Distributions are franked, the value of any franking credits does not
accrue to Holders at the same time as the receipt of any cash
Distribution. In addition, the ability of Holders to use the franking credits
will depend on their individual circumstances and applicable Australian
tax law. Depending on their circumstances, Holders may not be able to
obtain full value for franking credits.

Holders should be aware that Distributions are not adjusted where
Holders are unable to use franking credits, including where the
Commissioner of Taxation applies rules that deny the benefit of franking.


Holders of Capital Notes who are not Australian residents and do not
hold their Capital Notes through a permanent establishment in Australia
may be subject to Australian dividend withholding tax on the
Distributions.

To the extent that Distributions paid to such non-Australian resident
Holders are franked, those Distributions will not be subject to Australian
withholding tax. Where Distributions paid to such Holders are not fully
franked, the unfranked portion of the Distribution will be subject to
withholding tax at the rate of 30%. This rate may be reduced if the non-
Australian resident Holder is resident in a country that has a double
taxation agreement with Australia.

If any dividend withholding tax is applicable, Westpac will not increase
the amount of the Distribution to account for that withholding.

See further in section entitled “Australian Taxation” below.

16



Distribution Payment
Conditions:

Distributions are only payable subject to satisfaction of the following
distribution payment conditions, being:
• Westpac's absolute discretion;
• the payment of the Distribution not resulting in a breach of
Westpac's capital requirements (on a Level 1 basis) or of the
Westpac Group's capital requirements (on a Level 2 basis)
under the then current Prudential Standards at the time of the
payment;
• the payment of the Distribution not resulting in Westpac
becoming, or being likely to become, insolvent; and
• APRA not otherwise objecting to the payment,
("Distribution Payment Conditions").

Non-cumulative
Distributions:
Payments of Distributions are non-cumulative. If a Distribution is not
paid in full because the Distribution Payment Conditions are not
satisfied or because of any other reason, Holders will not be entitled to
receive the unpaid portion of that Distribution. No interest accrues on
any unpaid Distributions and Westpac has no liability to the Holder and
the Holder has no claim in respect of such non-payment. Non-
payment of a Distribution will not be an event of default
1
and Holders
have no right to apply for a Winding Up on the grounds of Westpac's
failure to pay a Distribution.

Dividend and capital
restrictions:

If for any reason a Distribution has not been paid in full for a relevant
Distribution Payment Date, then until a Distribution is paid in full on a
subsequent Distribution Payment Date (or all Notes are Converted at
their full Outstanding Principal Amount, Redeemed or Written-off)
Westpac must not:
• determine or pay any Dividends on its Ordinary Shares; or
• undertake any discretionary Buy Back or Capital Reduction,
unless the amount of the unpaid Distribution is paid in full within 20
Business Days of the relevant Distribution Payment Date (and in
certain other limited circumstances).

Scheduled Conversion: Westpac must Convert all (but not some) Capital Notes of a Series into
Ordinary Shares on the Scheduled Conversion Date if the Scheduled
Conversion Conditions are satisfied.

Scheduled Conversion
Date:
The Supplement for each Series of Capital Notes will specify the First
Scheduled Conversion Date for that Series of Capital Notes. The date
will be at least two years after the latest date specified in the
Supplement for optional Redemption.

If the Scheduled Conversion Conditions are not satisfied on the First
Scheduled Conversion Date, Conversion will not occur until the next
Distribution Payment Date on which the Scheduled Conversion
Conditions are satisfied.

Scheduled Conversion
Conditions:
The Scheduled Conversion Conditions in relation to a potential
Scheduled Conversion Date are satisfied where:
• First Scheduled Conversion Condition: the VWAP of
Ordinary Shares on the 25
th
ASX Business Day before (but not
including) the Scheduled Conversion Date is greater than
56.12% of the Issue Date VWAP; and

1
The Conditions do not include any events of default.

17



• Second Scheduled Conversion Condition: the VWAP of
Ordinary Shares during the 20 ASX Business Days before (but
not including) the Scheduled Conversion Date is greater than
50.51% of the Issue Date VWAP.

Conversion Number –
Scheduled Conversion:
Upon Conversion on the Scheduled Conversion Date, Holders will
receive the lesser of:

• the number calculated in accordance with the following
formula:
Outstanding Principal Amount
P x VWAP
where:

Outstanding Principal Amount is initially A$100,000 per
Capital Note (unless another Denomination is specified in the
Supplement) as adjusted in accordance with the Conditions;

P means 0.99 or such other number specified in the
Supplement;

VWAP is, broadly, the volume weighted average price of
Ordinary Shares during the VWAP Period; and

VWAP Period is, in the case of a Scheduled Conversion, the
period of 20 ASX Business Days on which trading in Ordinary
Shares took place immediately preceding (but not including)
the Scheduled Conversion Date; and

• the Maximum Conversion Number calculated in accordance
with the following formula:

Outstanding Principal Amount
Relevant Percentage x Issue Date VWAP
where:

Outstanding Principal Amount is initially A$100,000 per
Capital Note (unless another Denomination is specified in the
Supplement) as adjusted in accordance with the Conditions;

Relevant Percentage is 0.50; and

Issue Date VWAP is 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
Capital Notes of the Series were issued, as adjusted in
accordance with the Conditions.

Conversion or Write-off
– Capital Trigger Event
and Non-Viability
Trigger Event:

There are two methods of loss absorption applicable to the Capital
Notes:
• Conversion, subject to possible Write-off in accordance with
Condition 5.8; or
• Write-off without Conversion in accordance with Condition 5.8.

18



Unless the applicable Supplement specifies otherwise, the primary
method of loss absorption will be Conversion, subject to possible
Write-off in accordance with Condition 5.8.

Westpac must Convert or Write-off all or some of the Capital Notes
following a:
• Capital Trigger Event; or
• Non-Viability Trigger Event.

Capital Trigger Event: A Capital Trigger Event will occur when Westpac determines, or APRA
notifies Westpac in writing that it believes, Westpac’s Common Equity
Tier 1 Capital Ratio is equal to or less than 5.125% on either or both a
Level 1 or Level 2 basis.

Non-Viability Trigger
Event:
A Non-Viability Trigger Event will occur when APRA notifies Westpac
in writing that it believes Conversion or Write-off of the Capital Notes
(or conversion, write-off or write down of other capital instruments of
the Westpac Group) or a public sector injection of capital, or equivalent
support, is necessary because, without it, Westpac would become non-
viable.

Proportion of Capital
Notes to be Converted or
Written-off:
The proportion of Capital Notes that will be Converted or Written-off in
these circumstances will be the number of Capital Notes (or the
percentage of the Outstanding Principal Amount of the Capital Notes)
as is necessary to satisfy APRA that Westpac will no longer be non-
viable (in the case of a Non-Viability Trigger Event) or be dependent on
restoration of Westpac’s Common Equity Tier 1 Capital Ratio to above
5.125% (either or both on a Level 1 or Level 2 basis, as the case may
be) (in the case of a Capital Trigger Event). Where a Non-Viability
Trigger Event occurs because APRA has determined that without a
public sector injection of capital, or equivalent support, Westpac would
become non-viable, all Capital Notes must be Converted at their full
Outstanding Principal Amount.

If Westpac is required to Convert or Write-off some of the Capital
Notes following a Capital Trigger Event or Non-Viability Trigger Event,
Westpac must treat Holders on an approximate pro-rata basis among
themselves and other holders of Relevant Securities or in a manner
that is otherwise, in the opinion of Westpac, fair and reasonable. This
is subject to such adjustments as Westpac may determine to take into
account the need to round to whole numbers of Ordinary Shares and
the outstanding principal amount of any Capital Notes or other
Relevant Securities remaining on issue and the need to effect the
conversion, write-off or write-down immediately, provided that such
determination does not impede the immediate Conversion or Write-off
of the relevant number of Capital Notes.

Conversion Number –
Capital Trigger Event or
Non-Viability Trigger
Event:
Upon Conversion on a Capital Trigger Event Date or Non-Viability
Trigger Event Date, Holders will receive the lesser of the Conversion
Number and the Maximum Conversion Number.

The Conversion Number and Maximum Conversion Number are
calculated in accordance with the same formula as for Scheduled
Conversion (see above), except that:
• the VWAP Period in the Conversion Number is the period of 5
ASX Business Days in which trading of Ordinary Shares took

19



place immediately preceding, but not including, the Capital
Trigger Event Date or Non-Viability Trigger Event Date, as
applicable; and
• the Relevant Percentage in the Maximum Conversion
Number is 0.20.

If any Capital Notes are Converted following a Capital Trigger Event or
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 may (in
the case of a Capital Trigger Event) and is likely to (in the case of a
Non-Viability Trigger Event) be significantly less than the Outstanding
Principal Amount of those Capital Notes.

Write-off of Capital Notes: If a Capital Trigger Event or Non-Viability Trigger Event occurs and
either:
• Conversion does not occur for any reason following a Capital
Trigger Event or Non-Viability Trigger Event by 5.00pm on the
fifth ASX Business Day after the Capital Trigger Event Date or
Non-Viability Trigger Event Date (as the case may be); or
• the Supplement specifies that the primary method of loss
absorption will be Write-off without Conversion,

the rights of Holders attaching to those Capital Notes (including with
respect to payment of Distributions and Outstanding Principal Amount
and in the case of Conversion, to be issued with the Conversion Number
of Ordinary Shares) will be immediately and irrevocably written-off and
terminated on the Capital Trigger Event Date or Non-Viability Trigger
Event Date (as the case may be).

Conversion –
Acquisition Event

Westpac must Convert all of the Capital Notes on issue following an
Acquisition Event subject to a modified application of the Second
Scheduled Conversion Condition.
Acquisition Event: An Acquisition Event will occur where:
• a takeover bid is made for Ordinary Shares and certain
conditions are satisfied; or
• a scheme of arrangement is proposed and approved and
certain conditions are satisfied.

However, an Acquisition Event will not have occurred where Westpac is
replaced as the ultimate holding company of the Westpac Group by an
Approved Successor in accordance with the Conditions.
Conditions on Conversion
following an Acquisition
Event:
The Second Scheduled Conversion Condition will apply in a modified
form following an Acquisition Event such that Conversion will not occur
unless the VWAP of Ordinary Shares during the 20 ASX Business
Days
2
before (but not including) the Acquisition Event Conversion Date
is greater than 20.20% of the Issue Date VWAP. The First Scheduled
Conversion Condition will not apply.


2
If trading in Ordinary Shares after an Acquisition Event occurs for less than 20 ASX Business Days,
the VWAP Period will be the number of ASX Business Days after the occurrence of the Acquisition
Event on which trading in Ordinary Shares takes place, immediately preceding, but not including, the
ASX Business Day before the Acquisition Event Conversion Date.

20



Conversion Number –
Acquisition Event:

Upon Conversion on an Acquisition Event Conversion Date, Holders
will receive the lesser of the Conversion Number and the Maximum
Conversion Number.

The Conversion Number and Maximum Conversion Number are
calculated in accordance with the same formula as for Scheduled
Conversion (see above), except that:
• the VWAP Period in the Conversion Number is the period of
20 ASX Business Days
2
in which trading of Ordinary Shares
took place immediately preceding, but not including, the
Acquisition Event Conversion Date, as applicable; and
• the Relevant Percentage in the Maximum Conversion
Number is 0.20.

Optional Conversion: Subject to satisfaction of the Optional Conversion Restriction, Westpac
may elect to Convert:
• all or some of the Capital Notes of a Series on an Optional
Conversion Date so specified in the Supplement; or
• all of the Capital Notes following a Tax Event or Regulatory
Event in respect of Capital Notes of that Series.

Restrictions or conditions
on Optional Conversion:
The Optional Conversion Restriction applies to Optional Conversion
such that Westpac may not elect to Convert the Capital Notes if on the
second ASX Business Day before the date on which Westpac is to
send an Optional Conversion Notice the VWAP of Ordinary Shares is:
• less than or equal to 56.12% of the Issue Date VWAP, where
Westpac chooses to Convert the Capital Notes on the first
Optional Conversion Date; and
• less than or equal to 22.20% of the Issue Date VWAP, where
Westpac chooses to Convert the Capital Notes on an Optional
Conversion Date following a Tax Event or Regulatory Event.

Once an Optional Conversion Notice has been sent, Westpac may still
be prevented from Converting the Capital Notes by the operation of the
Second Scheduled Conversion Condition, which is deemed to apply to
Optional Conversion as though the proposed Optional Conversion
Date were a Scheduled Conversion Date.

The Second Scheduled Conversion Condition otherwise applies (as
set out Scheduled Conversion above), except that in the case of
Optional Conversion on an Optional Conversion Date following a Tax
Event or Regulatory Event, it applies as if the reference to 50.51%
referred to 20.20% of the Issue Date VWAP.

Conversion Number –
Optional Conversion:

Upon Conversion on an Optional Conversion Date, Holders will receive
the lesser of the Conversion Number and the Maximum Conversion
Number.

The Conversion Number and Maximum Conversion Number are
calculated in accordance with the same formula as for Scheduled
Conversion (see above), except that the VWAP Period is the period of
20 ASX Business Days in which trading of Ordinary Shares took place
immediately preceding, but not including, the Optional Conversion
Date.

21



Redemption: Westpac may elect to Redeem:
• all or some of the Capital Notes of a Series on a Redemption
Date specified in the Supplement; or
• all of the Capital Notes of a Series following a Tax Event or
Regulatory Event in respect of Capital Notes of that Series.

Redemption is subject to Westpac receiving APRA's prior written
approval. There can be no certainty that APRA will provide its prior
written approval.

Redemption means Westpac will pay to Holders the Outstanding
Principal Amount for each Capital Note Redeemed.

Westpac may only Redeem Capital Notes if it replaces them with
capital of the same or better quality (and the replacement is done
under conditions that are sustainable for the income capacity of
Westpac) or obtains confirmation that APRA is satisfied that Westpac
does not have to replace the Capital Notes.

Holders cannot request Redemption of their Capital Notes.
It is Westpac’s intention that Capital Notes entered into Austraclear will
be redeemed in a manner consistent with the rules, regulations and
operating procedures of the Austraclear System from time to time.

Transfer: Westpac may elect to Transfer:
• all or some of the Capital Notes of a Series on a Transfer Date
specified in the Supplement; or
• all of the Capital Notes following a Tax Event or Regulatory
Event in respect of Capital Notes of that Series.

Transfer means Westpac will arrange for a Nominated Party to
undertake to purchase Capital Notes from Holders for the Outstanding
Principal Amount. On Transfer, Holders will receive the Outstanding
Principal Amount for each Capital Note from the Nominated Party, paid
in cash.

If the Nominated Party does not pay the Outstanding Principal Amount
to Holders on the Transfer Date, the Transfer will not proceed and
Holders will continue to hold their Capital Notes.

The Nominated Party means one or more third parties selected by
Westpac in its absolute discretion, which cannot be a member of the
Westpac Group or a related entity (as described in the Prudential
Standards) of Westpac.

Holders cannot request a Transfer of Capital Notes.

22



Tax Event: A Tax Event will occur if Westpac determines, after receiving a
supporting opinion of reputable legal counsel or other tax adviser in
Australia experienced in such matters, that (as a result of a Change of
Law) there is a more than insubstantial risk that:
• Westpac would be exposed to a more than de minimis adverse
tax consequence or increased cost in relation to the Capital
Notes; or
• any Distribution would not be a frankable distribution within the
meaning of Division 202 of the Tax Act.
A Tax Event will not arise where, at the relevant Issue Date, Westpac
expected the event would occur.
Regulatory Event: Broadly, a Regulatory Event will occur if Westpac determines, after
receiving a supporting opinion of reputable legal counsel in Australia
experienced in such matters or confirmation from APRA that, as a
result of a change of law or regulation after the relevant Issue Date:
• more than de minimis additional requirements would be
imposed on the Westpac Group or there would be a more than
de minimis negative impact on the Westpac Group in relation
to (or in connection with) Notes which Westpac determines to
be unacceptable; or
• Westpac will not be entitled to treat some or all of the relevant
Capital Notes as Additional Tier 1 Capital of the Westpac
Group.
A Regulatory Event will not arise where, at the relevant Issue Date,
Westpac expected the event would occur.
Approved Successor: Where Westpac is replaced as the ultimate holding company of the
Westpac Group by an Approved Successor and certain other
conditions are satisfied, Conversion of the Capital Notes will not be
triggered but Westpac may instead be allowed to make amendments
(provided APRA’s prior written approval is obtained) to substitute the
Approved Successor as the debtor of the Capital Notes and the issuer
of ordinary shares issued on Conversion and to make certain other
amendments to the Conditions. Accordingly, if:
• Westpac is replaced by an Approved Successor as the
ultimate holding company of the Westpac Group; and
• a substitution of the Approved Successor as the debtor of the
Capital Notes and the issuer of ordinary shares on Conversion
is effected under the Conditions,
Holders will be obliged to accept Approved Successor Shares on
Conversion, and will not receive Ordinary Shares on Conversion.
Selling Restrictions: The offering, sale and delivery of Capital Notes are subject to the rules,
restrictions and operating procedures which may apply in connection
with the offering and sale of a particular Tranche of Capital Notes. See
the section entitled “Subscription and Sale”.
Transfer procedure: Capital Notes may only be transferred in whole but not in part.
Capital Notes may only be transferred:
(a) within, to or from Australia only if:

23



(i) the aggregate consideration payable at the time of
transfer is a minimum amount of A$500,000
(disregarding any moneys lent by the transferor or its
associates to the transferee) or the Capital Notes are
otherwise transferred in circumstances that do not
require disclosure to be made under Parts 6D.2 or 7.9 of
the Corporations Act;
(ii) the transfer is not to a “retail client” as defined for the
purposes of section 761G of the Corporations Act;
(iii) such action does not require any document to be lodged
with ASIC; and
(iv) such action complies with all applicable laws,
regulations and directives; and
(b) in a jurisdiction outside Australia, if the transfer is in compliance
with all laws, regulations and directives of the jurisdiction in
which the transfer takes place.
Transfers of Capital Notes held in the Austraclear System will be made
in accordance with the rules, regulations and operating procedures of
the Austraclear System.
In other cases, application for the transfer of Capital Notes must be
made by lodgement of a duly completed (if applicable) stamped transfer
and acceptance form with the Registrar. Transfers to unincorporated
associations will not be permitted. Transfer and acceptance forms are
obtainable from the Registrar. The transfer takes effect upon the
transferees name being entered on the Capital Notes Register.
Taxes: An overview of the Australian taxation treatment of payments of
Distributions on Capital Notes and certain other matters is set out in the
section entitled “Australian Taxation”. However, investors should obtain
their own taxation advice regarding the taxation status of investing in
Capital Notes.
Stamp duty: Any stamp duty incurred at the time of issue of the Capital Notes will be
for the account of Westpac. Any stamp duty incurred on a transfer of
Capital Notes will be for the account of the relevant investors. As at the
date of this Information Memorandum, no Australian stamp duty should
be payable on the issue of the Capital Notes or any transfer of Capital
Notes.
Withholding Tax: If a law requires Westpac to withhold or deduct an amount on account
of taxes or duties from a payment in respect of the Capital Notes,
Westpac will deduct the amount for such taxes, pay it to the relevant
government authority and pay the balance to the relevant Holder.
Westpac is not required to pay any additional amounts to Holders in
these circumstances. See the section entitled “Australian Taxation”
below.

24



Australian Business
Numbers and Tax File
Numbers:
To the extent that Distributions are not fully franked, Westpac will deduct
amounts from payments of Distributions to be made under the Capital
Notes at the prescribed rate if an investor has not supplied an
appropriate Tax File Number, (in certain circumstances) Australian
Business Number, or exemption details as may be necessary to enable
the payment to be made without withholding or deduction.
Rating: The rating of the Programme, or of any particular Series of Capital
Notes, may be specified in the “Other disclosure” item of the applicable
Supplement.
A credit rating is not a recommendation to buy, sell or hold the Capital
Notes and may be subject to revision, variation, suspension or
withdrawal at any time by the relevant assigning organisation. Each
credit rating should be evaluated independently of any other credit
rating.
Credit ratings are for distribution only to a person (a) who is not a “retail
client” within the meaning of section 761G of the Corporations Act and
is also a sophisticated investor, professional investor or other investor in
respect of whom disclosure is not required under Parts 6D.2 or 7.9 of
the Corporations Act, and (b) who is otherwise permitted to receive
credit ratings in accordance with applicable law in any jurisdiction in
which the person may be located. Anyone who is not such a person is
not entitled to receive this Information Memorandum and anyone who
receives this Information Memorandum must not distribute it to any
person who is not entitled to receive it.
Amendments to
Conditions:
Westpac may make certain amendments to the Conditions without the
approval of Holders, subject to APRA’s prior written approval where the
amendment would impact, or potentially impact, the classification of the
Capital Notes as Additional Tier 1 Capital on a Level 1 or Level 2 basis
and, where required, after consultation with the Programme Manager.
These include amendments that are:
• for the purposes of giving effect to any successor rate or
alternative rate for the Reference Rate or the BBSW Rate;
• for the purposes of curing any ambiguity, or correcting or
supplementing any defective or inconsistent provisions or in any
other manner which Westpac deems necessary or desirable
and which in Westpac's opinion does not materially adversely
affect the rights of existing Holders; or
• for any other purpose, where the amendments apply
prospectively and do not apply to existing Holders.
Westpac may also amend the Conditions, with APRA's prior written
approval, if the amendment has been approved by a Special Resolution
of Holders of that Series or is necessary to effect the substitution of an
Approved Successor as the debtor in respect of the Capital Notes and
the issuer of Ordinary Shares on Conversion.
Amendments under these powers are binding on all Holders despite the
fact that a Holder may not agree with the amendment.

25



Capital Notes Risks
Before applying for any Capital Notes, prospective investors should consider whether the Capital Notes
are a suitable investment for them. There are risks associated with an investment in the Capital Notes,
many of which are outside the control of Westpac. These risks include those in this section and other
matters referred to in this Information Memorandum. Prospective investors should carefully consider
the risks described and the other information in this Information Memorandum before investing in Capital
Notes. Prospective investors should also consider the risks relating to Westpac which are described in
the sections entitled “Risk Factors” and “Significant Developments” set out in the Annual Report and the
Interim Financial Results Announcement of Westpac, each as referred to in, and incorporated by
reference into, this Information Memorandum as set out in the section in this Information Memorandum
entitled “Important Notice – Documents incorporated by reference”.
The risks and uncertainties described in this section and those documents that are incorporated by
reference are not the only ones Westpac faces. Additional risks and uncertainties that Westpac is
unaware of, or that Westpac currently deems to be immaterial, may also become important factors that
affect the Capital Notes or Westpac.
Prospective investors should consult their own financial, legal, tax or other professional advisers about
the risks associated with an investment in a particular Tranche of Capital Notes and the suitability of
investing in the Capital Notes in light of their particular circumstances.
1. Distributions may not be paid
There is a risk that Distributions may not be paid. The Conditions do not oblige Westpac to pay
Distributions, which are only payable at Westpac's discretion and are subject to satisfaction of the
Distribution Payment Conditions, being:
• Westpac's absolute discretion;
• the payment of Distributions not resulting in a breach of Westpac's capital requirements (on a
Level 1 basis) or of the Westpac Group's capital requirements (on a Level 2 basis) under the
then current Prudential Standards at the time of payment;
• the payment of Distributions not resulting in Westpac becoming, or being likely to become,
insolvent for the purposes of the Corporations Act; and
• APRA not otherwise objecting to the payment.
APRA has stated in response to the uncertainty resulting from the COVID-19 pandemic that APRA
expects that ADIs (such as Westpac) continue to moderate dividend payout ratios, and consider the
use of dividend reinvestment plans and/or other capital management initiatives to offset the impact
on capital from distributions. Discretionary capital distributions may include distributions on AT1
capital instruments such as the Capital Notes. APRA’s guidance on capital management does not
prohibit Westpac from paying Distributions, however there is a risk that if the economic outlook is
negative or uncertain for a prolonged period of time or worsens, APRA may object to the payment
of a Distribution, including where Westpac is above its Common Equity Tier 1 Ratio requirement.
To date, APRA has not objected to distributions on AT1 capital instruments. In addition, changes in
laws and regulations applicable to Westpac may impose additional requirements which prevent
Westpac from paying a Distribution.
There are also restrictions on the amount of earnings that can be distributed through Tier 1 Capital
Distributions should an ADI’s Level 1 or Level 2 Common Equity Tier 1 Ratios fall below the
Distribution Restriction Trigger. This may result in a Distribution Payment Condition not being
satisfied. Payments of Distributions are non-cumulative and decisions to pay a Distribution cannot

26



be deferred. If a Distribution is not paid in full because the Distribution Payment Conditions are not
satisfied or because of any other reason, Holders will not be entitled to receive the unpaid portion
of that Distribution. No interest accrues on any unpaid Distributions and Westpac has no liability to
the Holder and the Holder has no claim in respect of such non-payment.
Non-payment of a Distribution will not be an event of default
3
and Holders have no right to apply for
a Winding Up on the grounds of Westpac's failure to pay a Distribution.
However, if a Distribution has not been paid in full for a relevant Distribution Payment Date, then
until a Distribution is paid in full on a subsequent Distribution Payment Date (or all Capital Notes are
Converted at their full Outstanding Principal Amount, Written-Off (if specified in the applicable
Supplement), Redeemed or Written-off following a failure to Convert) Westpac must not:
• determine or pay any Dividends on its Ordinary Shares; or
• undertake any discretionary Buy Back or Capital Reduction,
unless the amount of the unpaid Distribution is paid in full within 20 Business Days of the relevant
Distribution Payment Date (and in certain other limited circumstances). These restrictions would not
apply where the reason a Distribution was not paid was because the Distribution Rate was zero or
negative.
This means that Westpac would give priority to the payment of distributions on Additional Tier 1
Capital securities (including Capital Notes) over payments of Dividends so it is not restricted from
paying Dividends.
The restrictions on determining or paying a Dividend will be of limited application in circumstances
where Westpac has deferred its decision on determining a Dividend or determines not to pay a
Dividend. For example, on 18 August 2020, Westpac announced that, as a result of the uncertain
economic and operating conditions created by the COVID-19 pandemic, the Board had determined
not to pay a 2020 interim dividend.
Further, the terms of Westpac’s future securities could limit Westpac’s ability to make payments on
the Capital Notes. If Westpac does not make payments on other securities, payments may not be
permitted to be made in respect of the Capital Notes.
2. Westpac may initiate Conversion, Redemption or Transfer of Capital Notes
Westpac may initiate Conversion, Redemption (subject to APRA’s prior written approval) or Transfer
of:
• some or all of the Capital Notes on each date so specified in the Supplement for optional
Conversion, Redemption or Transfer (as the case may be); or
• all of the Capital Notes following the occurrence of a Tax Event or Regulatory Event.
If Westpac elects to Redeem Capital Notes, APRA's prior written approval is required. There can
be no certainty that APRA will provide its prior written approval. Westpac may only Redeem Capital
Notes if it replaces them with capital of the same or better quality (and the replacement is done
under conditions that are sustainable for the income capacity of Westpac), or obtains confirmation
that APRA is satisfied that Westpac does not have to replace the Capital Notes. APRA may not
provide its written approval for Westpac to Redeem Capital Notes if, for example, it were to adopt a
similar approach to the Reserve Bank of New Zealand (“RBNZ”) following the RBNZ's
announcement on 2 April 2020 that all locally incorporated banks in New Zealand should not redeem

3
The Conditions do not include any events of default.

27



non-Common Equity Tier 1 capital instruments during the period of economic uncertainty caused by
the COVID-19 pandemic. On 31 March 2021, these restrictions were eased by the RBNZ.
Holders have no right to request or require a Conversion, Redemption or Transfer of their Capital
Notes.
Any Conversion, Redemption or Transfer may occur on dates not previously contemplated by
Holders, which may be disadvantageous to Holders in light of market conditions or Holders'
individual circumstances. This means that the period for which Holders will be entitled to the benefit
of the rights attaching to the Capital Notes is unknown.
Where Holders receive cash on Redemption or Transfer, the rate of return at which Holders could
reinvest their funds may be lower than the Distribution Rate at the time. Further, upon Redemption,
Holders will receive the Outstanding Principal Amount of the Capital Notes which may be less than
their market value immediately prior to Redemption.
3. Investments in Capital Notes are not deposit liabilities or protected accounts under the
Banking Act or Financial Claims Scheme
Investments in the Capital Notes are an investment in Westpac and will be affected by the ongoing
performance, financial position and solvency of Westpac. They are not deposit liabilities or protected
accounts of Westpac for the purposes of the Banking Act or Financial Claims Scheme and are not
subject to the depositor protection provisions of Australian banking legislation (including the
Australian Government guarantee of certain bank deposits). Therefore, the Capital Notes are not
guaranteed or insured by the Australian Government, any government agency or compensation
scheme of Australia or any other jurisdiction.
4. Market price of the Capital Notes may fluctuate
Westpac is unable to forecast the market price and liquidity of the market for the Capital Notes. The
Capital Notes may experience market price volatility more or less than Ordinary Shares. The market
price for the Capital Notes may fluctuate due to various factors, including:
• Australian and international general conditions (including inflation rates, interest rates and
currency exchange rates), changes in government policy, changes in regulatory policy, impacts
of regulatory change (including intervention by ASIC in the market for the Capital Notes or
similar securities), changes in the laws relating to the taxation treatment of Capital Notes
(including the availability of franking), the expressed views of regulators, investor sentiment and
general market movements, which may or may not have an impact on Westpac's actual
operating performance;
• operating results of Westpac that vary from expectations of securities analysts and investors;
• changes in expectations as to Westpac's future financial performance, including financial
estimates by securities analysts and investors;
• changes in market valuations of other financial services institutions;
• announcement of demergers, acquisitions, strategic partnerships, joint ventures or capital
commitments by Westpac or its competitors;
• changes in the market price of Ordinary Shares and/or other debt securities or other capital
securities issued by Westpac or by other issuers, or changes in the supply of equity securities
or capital securities issued by Westpac or by other issuers;

28



• the occurrence of or increase in the likelihood of the occurrence of one or more Distributions
not being paid, a Capital Trigger Event or a Non-Viability Trigger Event;
• the impact of the COVID-19 pandemic on global, regional and national economies and markets;
and
• other major Australian and international events such as hostilities and tensions, and acts of
terrorism.
It is possible that the price that a Capital Note could be bought or sold for after its issuance could
be above or below Outstanding Principal Amount as a result of these and other factors.
5. The liquidity of the Capital Notes may be low
The market for the Capital Notes (if any) will likely be less liquid than the market for Ordinary Shares.
Holders who wish to sell their Capital Notes may be unable to do so at an acceptable price, or at all,
if insufficient liquidity exists in the market for the Capital Notes.
Westpac does not guarantee the market price (if any) or liquidity of the Capital Notes. There is a
risk that if Holders sell Capital Notes before the Scheduled Conversion Date, Holders may lose
some of the money they have invested.
6. Changes in the Base Rate on Floating Rate Capital Notes
The Base Rate on Floating Rate Capital Notes is calculated for each Distribution Period by reference
to the Base Rate (being, in the case of Floating Rate Capital Notes, either the ISDA Rate, the Screen
Rate Determination or the BBSW Rate), which may be influenced by a number of factors and varies
over time. The Distribution Rate on Floating Rate Capital Notes will fluctuate and may increase
and/or decrease over time with movements in the Base Rate. It is possible for the Base Rate to
become negative. For example, the 3 month BBSW Rate is influenced by the Interbank Overnight
Cash Rate which is set by the RBA. One scenario under which the 3 month BBSW Rate sets
negative is if RBA’s Cash Rate Target (or other overnight rates such as rates on exchange
settlement balances) is cut below 0.00%. The 3 month BBSW Rate could move before the Cash
Rate is adjusted in anticipation of any moves by the RBA over a 3 month horizon. Noting the 3
month BBSW Rate is a market set rate, even in a scenario where the Cash Rate is at or above
0.00%, it could move negative depending on supply and demand in the prime bank paper market.
The Eurozone, Sweden, Switzerland, Japan and Denmark are examples of jurisdictions where
central banks have set negative monetary policy rates
Should this occur, the negative amount will be taken into account in calculating the Distribution Rate
(but there is no obligation on Holders to pay Westpac if the Distribution Rate becomes negative and
there would be no Distribution in those circumstances).
As the Distribution Rate on Floating Rate Capital Notes fluctuates, there is a risk that the rate may
become less attractive when compared to returns available on comparable securities issued by
Westpac or other issuers or other investments.
Westpac does not guarantee any particular rate of return on any Capital Notes.
7. Changes from fixed Distribution to floating Distributions in a Fixed-to-Floating Rate Capital
Note
Fixed-to-Floating Rate Capital Notes are scheduled to pay Distributions at a rate which shall be
automatically converted from a fixed Distribution Rate to a floating Distribution Rate at the date
specified in the applicable Supplement. The new floating Distribution Rate may be lower than the
initial fixed Distribution Rate and any market volatility in interest rates could affect the market value

29



of an investment in such Fixed-to-Floating Rate Capital Notes. Investors should also note the risks
set out above in relation to Floating Rate Capital Notes.
8. Use of franking credits by Holders
Certain Holders may be entitled to use franking credits to offset their tax liability and certain Holders
that are individuals or complying superannuation entities may be entitled to a refund of excess
franking credits, to the extent that the franking credits exceed their tax liability.
Holders should be aware that their ability to use the franking credits, either as an offset to their tax
liability or by claiming a refund after the end of the year of income, will depend on their individual
tax position.
9. A Capital Trigger Event or a Non-Viability Trigger Event may occur
A Capital Trigger Event occurs when Westpac determines, or APRA notifies Westpac in writing that
it believes, that either or both the Westpac Level 1 Common Equity Tier 1 Capital Ratio or Westpac
Level 2 Common Equity Tier 1 Capital Ratio is equal to, or is less than, 5.125%.
The Common Equity Tier 1 Capital Ratio is the ratio of Westpac’s Common Equity Tier 1 Capital to
its risk-weighted assets ("RWA"), where Common Equity Tier 1 Capital comprises the highest quality
components of capital.
A Non-Viability Trigger Event occurs when APRA notifies Westpac in writing that it believes:
• Conversion or Write-off of the Capital Notes (or conversion, write-off or write down of other
capital instruments of the Westpac Group) is necessary because, without it, Westpac would
become non-viable; or
• a public sector injection of capital, or equivalent support, is necessary because, without it,
Westpac would become non-viable.
It should be noted that whether a Non-Viability Trigger Event will occur is at the discretion of APRA
and there are currently no Australian precedents. 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 explicit guidance as to how it would 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 Westpac's financial position, concerns about its capital, funding or
liquidity levels and / or insolvency. 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.
Differences between Westpac's Level 1 and Level 2 Common Equity Tier 1 Ratios relate principally
to the level of capital held by, and RWA of, offshore banking subsidiaries. Westpac's capital
management policy for Westpac's subsidiaries assumes surplus capital is repatriated from
subsidiaries (subject to subsidiary board approval, relevant regulatory approvals and regulatory
requirements for Westpac subsidiaries).
Westpac gives no assurance as to what its Common Equity Tier 1 Ratio on a Level 1 or Level 2
basis will be at any time as it may be significantly impacted by regulatory changes to the
measurement of capital or RWA calculations, and unexpected events affecting its business,
operations and financial condition.

30



A Capital Trigger Event or Non-Viability Trigger Event may result in the loss of some or all of the
value of the Capital Notes.
10. Conversion or Write-off following a Capital Trigger Event or Non-Viability Trigger Event
Upon the occurrence of a Capital Trigger Event or Non-Viability Trigger Event, Westpac is required
to:
• Convert all or some of the Capital Notes (or a percentage of the Outstanding Principal Amount
of each Capital Note) into the Conversion Number of Ordinary Shares based on the VWAP
during the 5 ASX Business Days prior to, but not including, the Capital Trigger Event Date or
Non-Viability Trigger Event Date; or
• if the applicable Supplement specifies that the primary method of loss absorption will be Write-
off without Conversion, Write-off all or some of the Capital Notes (or a percentage of the
Outstanding Principal Amount of each Capital Note).
If a Non-Viability Trigger Event occurs because APRA has determined that without a public sector
injection of capital, or other public sector support, Westpac would become non-viable, then Westpac
must Convert or Write-off all of the Capital Notes.
Conversion following a Capital Trigger Event or Non-Viability Trigger Event is not subject to the
Scheduled Conversion Conditions being satisfied and Westpac is required to issue to Holders the
Conversion Number of Ordinary Shares on the Conversion Date, which will not exceed the
Maximum Conversion Number.
Write-off following a Capital Trigger Event or Non-Viability Trigger Event will result in the immediate
and irrevocable termination of Holders' rights (including to payment of Distributions and Outstanding
Principal Amount and, in the case of Conversion, to be issued with the Conversion Number of
Ordinary Shares) in relation to the Capital Notes (or such percentage of the Outstanding Principal
Amount of Capital Notes).
Maximum Conversion Number
The Conversion Number of Ordinary Shares following a Capital Trigger Event or Non-Viability
Trigger Event is subject to the Maximum Conversion Number. The Maximum Conversion Number
of Ordinary Shares following a Capital Trigger Event or Non-Viability Trigger Event will be calculated
based on a VWAP set to reflect 20% of the Issue Date VWAP.
Accordingly, depending upon the Ordinary Share price during the 5 ASX Business Days prior to a
Capital Trigger Event Date or Non-Viability Trigger Event Date, the value of Ordinary Shares
received for each Capital Note may (in the case of a Capital Trigger Event) and is likely to (in the
case of a Non-Viability Trigger Event) be significantly less than the Outstanding Principal Amount
of Capital Notes.
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, special dividends, demergers, and other
corporate actions. The Conditions do not limit the transactions that Westpac may undertake with
respect to its share capital and any such action may increase the risk that Holders receive only the
Maximum Conversion Number and so adversely affect the position of Holders.
Order of Conversion or Write-off of Relevant Securities

31



If Westpac is only required to convert or write-off a certain amount of Relevant Securities, Westpac
will determine the amount of Capital Notes which will be Converted or Written-off and other Relevant
Securities which will be converted, written-off or be written down as follows:
• first, Westpac is required to convert, write-off or write down such number or amount of the
outstanding principal amount of any other Relevant Securities whose terms require them to be
converted, written-off or written down before Conversion or Write-off of the Capital Notes as is
necessary to return either or both Westpac's Level 1 Common Equity Tier 1 Capital Ratio or
Westpac's Level 2 Common Equity Tier 1 Capital Ratio, as the case may be, to above 5.125%
or to satisfy APRA that Westpac will no longer be non-viable; and
• second, if conversion, write-off or write down of those Relevant Securities is not sufficient,
Westpac is required to Convert or Write-off the Capital Notes and/or convert, write-off or write
down other Relevant Securities, on a pro-rata basis or in a manner that is otherwise, in the
opinion of Westpac, fair and reasonable, the Outstanding Principal Amount of the Capital Notes
and the outstanding principal amount of any Relevant Securities whose terms require or permit
them to be converted, written-off or written down in that manner (subject to such adjustments
as Westpac may determine to take into account the effect on marketable parcels and whole
numbers of Ordinary Shares and any Capital Notes or Relevant Securities remaining on issue
and the need to effect conversion, write-off or write-down immediately),
but such determination will not impede the immediate Conversion or Write-off of the relevant number
of Capital Notes or percentage of the Outstanding Principal Amount of each Capital Note (as the
case may be), or, if applicable, termination of the relevant Holders’ rights and claims.
However, Westpac has no obligation to have or maintain on issue any Relevant Securities (and
does not, and may never, have on issue Relevant Securities) which are required to be converted,
written-off or written down ahead of Capital Notes and Westpac gives no assurance that there will
be any such instruments on issue at the time at which the Capital Notes may be required to be
Converted or Written-off.
Further, in Converting or Writing-off Capital Notes or converting, writing-off or writing down other
Relevant Securities, although Westpac will endeavour to treat Holders and holders of other Relevant
Securities on an approximately proportionate basis, Westpac may discriminate to take account of
logistical considerations. Accordingly, should a Capital Trigger Event or Non-Viability Trigger Event
occur and only some of the Capital Notes must be Converted or Written-off, it is possible that not all
Holders will have their Capital Notes Converted into Ordinary Shares or Written-off.
Ordinary Shares
The Ordinary Shares issued on Conversion may not be listed. Westpac's Ordinary Shares may not
have been listed for some period of time, for example, if Westpac is acquired by another entity and
delisted. The price of Ordinary Shares and the ability to trade them may be affected if not listed.
The Ordinary Shares may not be able to be sold at prices representing their value based on the
VWAP. In particular, the VWAP prices will be based on trading days which occur before the Capital
Trigger Event or Non-Viability Trigger Event.
Ordinary Shares are a different type of investment to the Capital Notes. Like Distributions on the
Capital Notes, Dividends are payable at the absolute discretion of Westpac, but, unlike Distributions,
Dividends are not scheduled to be paid at any particular time and the amount of each Dividend is
also discretionary (and not subject to a formula). In a Winding Up, claims of holders of Ordinary
Shares rank behind claims of holders of all other securities and debts of Westpac. The market price
of Ordinary Shares may fluctuate and be more sensitive than that of Capital Notes to changes in
Westpac's performance, operational issues and other business issues.

32



11. Write-off following a Capital Trigger Event or Non-Viability Trigger Event
If:
• for any reason Conversion of Capital Notes does not occur and the Ordinary Shares are not
issued for any reason by 5.00pm on the fifth ASX Business Day after the Capital Trigger Event
Date or Non-Viability Trigger Event Date (as the case may be); or
• Write-off without Conversion is specified in the applicable Supplement as the primary loss
absorption mechanism and a Capital Trigger Event or Non-Viability Trigger Event occurs,
then:
• all rights in relation to those Capital Notes will be terminated immediately on the Capital Trigger
Event Date or Non-Viability Trigger Event Date (as the case may be), and Holders will lose all
of the value of their investment in those Capital Notes and they will not receive any
compensation or unpaid Distributions; and
• the Outstanding Principal Amount of those Capital Notes shall be reduced on the Capital Trigger
Event Date or Non-Viability Trigger Event Date (as the case may be) by the Outstanding
Principal Amount of such Capital Notes to be Converted or Written-off.
Conversion of Capital Notes may not occur, for example, due to applicable law, order of a court or
action of any government authority, including regarding the insolvency, Winding Up or other external
administration of Westpac, as a result of Westpac's inability or failure to comply with its obligations
under the terms and conditions of the Capital Notes in relation to Conversion, or as a result of
operational delays. Those laws and the grounds on which a court or government authority may
make orders or take action preventing the Conversion of Capital Notes may change and the change
may be adverse to the interests of Holders. Further, pandemics (such as COVID-19) and the related
restrictions on access to facilities and systems of Westpac and/or its agents may increase the risk
of a breakdown in process or operational delays, which may result in Conversion of the Capital
Notes not occurring and Holders losing all of the value of their investment.
12. Ranking of the Capital Notes
In the event of a Winding Up, if the Capital Notes are still on issue and have not been Redeemed
or Converted or Written-off, they will rank for payment:
• ahead of Ordinary Shares;
• equally among themselves, Capital Notes of each other Series and with all Equal Ranking
Capital Securities; and
• behind Senior Creditors.
If, in a Winding Up, the Capital Notes have not been Converted, Redeemed, Transferred or Written-
off, Holders will be entitled to be paid the Liquidation Sum at the commencement of the Winding Up
(or if less actual cash is available to Westpac for distribution to Holders, a proportionate share of
that cash). The Liquidation Sum is an amount of surplus assets equal to A$100,000 (or such other
Denomination as may be specified in the applicable Supplement) per Capital Note (as adjusted for
a Conversion or Write-Off under clauses 5.2 or 5.4 of the Conditions or Write-off under clause 5.8(a)
of the Conditions).
The claim for the Liquidation Sum effectively ranks equally with Capital Notes of any other Series
and Equal Ranking Capital Securities, but is subordinated to Senior Creditors. As the Capital Notes

33



rank behind Senior Creditors, there is a risk that in the Winding Up, there will be insufficient funds
to provide to Holders any return of their initial investment.
However it is likely that any Capital Trigger Event or Non-Viability Trigger Event would occur prior
to a Winding Up, requiring the Conversion or Write-off of the Capital Notes.
Where a Capital Trigger Event or Non-Viability Trigger Event occurs, the ranking of Capital Notes
in a Winding Up will be adversely affected.
If the Capital Notes have been Converted (including upon the occurrence of a Capital Trigger Event
or Non-Viability Trigger Event), Holders will hold Ordinary Shares and rank equally with other
holders of Ordinary Shares in a Winding Up.
If:
• for any reason Conversion of Capital Notes does not occur following one of these events
(including, for example, due to applicable law, order of a court or action of any government
authority, including regarding the insolvency, Winding Up or other external administration of
Westpac, as a result of Westpac's inability or failure to comply with its obligations under the
terms and conditions of the Capital Notes in relation to Conversion, or as a result of operational
delays (for example, due to COVID-19 related restrictions on access to facilities and systems of
Westpac and/or its agents)) and the Ordinary Shares are not issued for any reason by 5.00pm
on the fifth ASX Business Day after the Capital Trigger Event Date or Non-Viability Trigger Event
Date (as the case may be); or
• Write-off without Conversion is specified in the applicable Supplement as the primary loss
absorption mechanism and a Capital Trigger Event or Non-Viability Trigger Event occurs,
then:
• all rights in relation to those Capital Notes will be terminated immediately on the Capital Trigger
Event Date or Non-Viability Trigger Event Date (as the case may be), and Holders will lose all
of the value of their investment in those Capital Notes and they will not receive any
compensation or unpaid Distributions; and
• the Outstanding Principal Amount of those Capital Notes shall be reduced on the Capital Trigger
Event Date or Non-Viability Trigger Event Date (as the case may be) by the Outstanding
Principal Amount of such Capital Notes to be Written-off.
In these circumstances, those Capital Notes will have no ranking in a Winding Up.
13. Changes to credit rating
Any credit rating assigned to the Capital Notes or other Westpac securities could be reviewed,
suspended, withdrawn or downgraded. Credit rating agencies may withdraw, revise or suspend
credit ratings or change the methodology by which securities are rated at any time. Any revisions
and any other changes could adversely affect the market price and liquidity of the Capital Notes or
other Westpac securities.
14. 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 depend on the VWAP of
Ordinary Shares over the 20 ASX Business Days on which trading in Ordinary Shares took place
immediately prior to the relevant Conversion Date (or in the case of a Capital Trigger Event or Non-
Viability Trigger Event, the VWAP over 5 ASX Business Days prior to the Conversion Date).

34



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 Holders receive may be less than the value of those Ordinary Shares based on
the Ordinary Share price on the Conversion Date.
Holders receiving Ordinary Shares on Conversion may not be able to sell those Ordinary Shares at
the price on which the Conversion calculation is based, or at all.
15. Holders cannot request Conversion, Redemption or Transfer of the Capital Notes
Holders have no right to request Conversion, Redemption or Transfer of the Capital Notes for any
reason. Therefore, to realise their investment Holders would have to sell their Capital Notes to
another investor. Depending on market conditions at the time, the market price of Capital Notes may
be below the Outstanding Principal Amount and/or the market for the Capital Notes may not be
liquid. Westpac does not guarantee that Holders will be able to sell Capital Notes at an acceptable
price or at all.
16. Conversion may or may not occur on the First Scheduled Conversion Date
The Capital Notes may Convert into Ordinary Shares on the First Scheduled Conversion Date.
However, there is a risk that Conversion will not occur on the First Scheduled Conversion Date
because the Scheduled Conversion Conditions are not satisfied. The Scheduled Conversion
Conditions will not be satisfied if the VWAP of Ordinary Shares on the 25th ASX Business Day on
which trading in Ordinary Shares took place before (but not including) the Scheduled Conversion
Date is less than or equal to 56.12% of the Issue Date VWAP, or the VWAP of Ordinary Shares
during the period of 20 ASX Business Days on which trading in Ordinary Shares took place before
(but not including) the Scheduled Conversion Date is less than or equal to 50.51% of the Issue Date
VWAP.
If Conversion does not occur on a potential Scheduled Conversion Date, Distributions will continue
to be paid on the Capital Notes, subject to the Distribution Payment Conditions.
The Capital Notes are perpetual instruments. If the Ordinary Share price deteriorates significantly
and never recovers, it is possible that the Scheduled Conversion Conditions will never be satisfied
and, if this occurs, the Capital Notes may never Convert.
17. In certain circumstances, Holders may not receive Ordinary Shares on Conversion
In certain circumstances, an investor holding Capital Notes subject to Conversion may not receive
Ordinary Shares on Conversion, only the proceeds thereof.
If a Holder is the operator of the Austraclear System or a nominee for a common depository for the
Austraclear System, if the Holder is an Ineligible Holder, the Holder has notified Westpac that it does
not wish to receive Ordinary Shares on Conversion, or where a FATCA Withholding is required to
be made in respect of the Ordinary Shares issued on Conversion, then, with effect from the
Conversion Date, the Holder's rights in relation to such Capital Note being Converted shall be
terminated and the Ordinary Shares that the Holder would receive on Conversion will instead be
issued to the Sale Agent, which will arrange for their sale on behalf of that Holder. The net proceeds
received from such a sale will be paid to that Holder after deducting any applicable brokerage, stamp
duty and other taxes and charges.
The Sale Agent will have no duty to seek a fair market price, or to engage in an arm’s length
transaction in such sale. In addition, there is a risk that market conditions may not be favourable at
the time of such a sale and the market value of Ordinary Shares may be significantly less than the
value of the Capital Notes.

35



18. Westpac may issue a Transfer Notice requiring the Transfer of Capital Notes to a Nominated
Party
Westpac may elect to issue a Transfer Notice, requiring all or some Capital Notes (in the case of a
Transfer on a date specified in the Supplement) or all Capital Notes (in the case of a Tax Event or
Regulatory Event) to be Transferred to a Nominated Party for a cash amount per Capital Note equal
to the Outstanding Principal Amount.
Upon a Transfer of Capital Notes in these circumstances, it will be the Nominated Party’s obligation
to pay the aggregate Outstanding Principal Amount of the Capital Notes being Transferred, not
Westpac’s. If the Nominated Party does not pay this amount to Holders, the Transfer will not
proceed, in which case Holders will continue to hold Capital Notes in accordance with the
Conditions.
Where Holders receive cash pursuant to a Transfer, the rate of return at which Holders could
reinvest their funds may be lower than the Distribution Rate at the time.
19. No fixed maturity date
The Capital Notes are perpetual instruments. The Capital Notes may Convert on a potential
Scheduled Conversion Date, but it is possible that market conditions at the time may be such that
the Scheduled Conversion Conditions are not satisfied. If the Ordinary Share price falls far enough
and never recovers it is possible that the Capital Notes will not Convert at any point in time.
Furthermore, any Optional Conversion, Redemption or Transfer is subject to the discretion of
Westpac and certain other restrictions. Redemption is also subject to obtaining APRA’s prior written
approval. It is possible that Optional Conversion, Redemption or Transfer will not occur at any point
in time.
20. Changes to regulatory capital requirements in Australia
Any fall in Westpac's Common Equity Tier 1 Capital Ratio as a result of future changes to regulatory
capital requirements may adversely impact the market price of the Capital Notes or potentially
increase the chance at a later date that Conversion of Capital Notes takes place due to the
occurrence of a Capital Trigger Event (a Capital Trigger Event will occur where Westpac determines,
or APRA notifies Westpac in writing that it believes, that Westpac's Common Equity Tier 1 Capital
Ratio is equal to or less than 5.125% on a Level 1 or Level 2 basis) or a Non-Viability Trigger Event
(a Non-Viability Trigger Event will occur where APRA notifies Westpac in writing that it believes
Conversion of the Capital Notes or conversion, write-off or write down of other capital instruments
of the Westpac Group or a public sector injection of capital, or equivalent support, is necessary
because, without it, Westpac would become non-viable). The Conditions may be amended without
the approval of Holders to comply with applicable laws (including the requirements of any statutory
authority, such as APRA).
21. Regulatory classification
APRA has confirmed that the Capital Notes to be issued pursuant to the Programme will be eligible
for inclusion as Additional Tier 1 Capital under APRA's Prudential Standard APS 111.
However, if APRA subsequently determines that the Capital Notes do not or will not qualify for
Additional Tier 1 Capital treatment (under the Basel III capital adequacy framework, as amended
from time to time), Westpac may decide that a Regulatory Event has occurred and may elect to
Convert, Redeem (subject to APRA’s prior written approval) or Transfer the Capital Notes.
A Regulatory Event may also occur as a result of other regulatory changes.

36



22. Taxation treatment
A general description of the Australian taxation consequences of investing in the Capital Notes is
set out in the section titled "Australian Taxation". The information in that section is provided in
general terms and is not intended to provide specific advice in relation to the circumstances of any
particular potential investor or Holder. Accordingly, investors should seek independent advice in
relation to their individual tax position before they choose to invest in the Capital Notes.
A Tax Event will occur if Westpac determines, after receiving a supporting opinion of reputable legal
counsel or other tax adviser in Australia experienced in such matters, that (as a result of a Change
of Law), there is a more than insubstantial risk that:
• Westpac would be exposed to a more than de minimis adverse tax consequence or increased
cost in relation to the Capital Notes; or
• any Distribution would not be a frankable distribution within the meaning of Division 202 of the
Tax Act.
In each of those situations, the risk may itself be a Tax Event, even before the cost or adverse tax
consequence is incurred or the Distribution ceases to be frankable. If a Tax Event occurs, Westpac
may Convert, Redeem or Transfer the Capital Notes (subject to the conditions contained in the
Conditions, including that Westpac has obtained a supporting opinion of reputable legal counsel or
other tax adviser, experienced in such matters, in relation to the Tax Event).
23. Foreign Account Tax Compliance Act ("FATCA") withholding and reporting
In order to comply with FATCA, Westpac (or, if Capital Notes are held through another financial
institution, such other financial institution) may be required (pursuant to an agreement with the
United States or under applicable law including pursuant to the terms of an applicable
intergovernmental agreement entered into between the United States and any other jurisdiction) (i)
to request certain information from Holders or beneficial owners of Capital Notes, which information
may be provided to the US Internal Revenue Service ("IRS"), and (ii) to withhold US tax on some
portion of payments made with respect to the Capital Notes treated as foreign passthru payments
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 an applicable intergovernmental agreement entered into between the
United States and any other jurisdiction).
If Westpac or any other person is required to withhold amounts under or in connection with FATCA
from any payments made with respect to Capital Notes or with respect to the issuance of any
Ordinary Shares upon any Conversion, Holders and beneficial owners of Capital Notes, and holders
of Ordinary Shares issued upon any Conversion will not be entitled to receive any gross up or
additional amounts to compensate them for such withholdings. FATCA is complex and its
application to the Capital Notes remains uncertain. Prospective investors are advised to consult
their own tax advisers about the application of FATCA to the Capital Notes.
This information is based on guidance issued by the IRS or other relevant tax authority as at the
date of this Information Memorandum. Future guidance may affect the application of FATCA to
Westpac, Holders or beneficial owners of Capital Notes or Ordinary Shares.

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24. Provision of information and certifications pursuant to Common Reporting Standard
compliance requirements
The Organization for Economic Co-operation and Development’s Common Reporting Standard for
Automatic Exchange of Financial Account Information ("CRS") requires certain financial institutions
to report information regarding certain accounts (which may include the Capital Notes) to their local
tax authority and follow related due diligence procedures. A jurisdiction that has signed the CRS
Competent Authority Agreement may provide this information to other jurisdictions that have signed
the CRS Competent Authority Agreement. Australia has enacted legislation to give effect to the
CRS, with the CRS applying to Australian financial institutions from 1 July 2017. Therefore, Holders
may be requested to provide certain information and certifications to ensure compliance with the
CRS and this information may be provided to the ATO and, potentially, other taxing authorities in
other jurisdictions outside Australia.
25. Powers of a Banking Act statutory manager and APRA
In certain circumstances APRA may appoint a statutory manager to take control of the business of
an ADI, such as Westpac. Those circumstances are defined in the Banking Act to include:
• where the ADI informs APRA that it considers it is likely to become unable to meet its obligations,
or is about to suspend payment;
• where APRA considers that, in the absence of external support:
o the ADI may become unable to meet its obligations;
o the ADI may suspend payment;
o it is likely that the ADI will be unable to carry on banking business in Australia
consistently with the interests of its depositors; or
o it is likely that the ADI will be unable to carry on banking business in Australia
consistently with the stability of the financial system in Australia;
• the ADI becomes unable to meet its obligations or suspends payment; or
• where, in certain circumstances, the ADI, its holding company (if any) or any of its subsidiaries,
is in default of compliance with a direction by APRA to comply with the Banking Act or
regulations made under it and the Federal Court of Australia authorises APRA to assume control
of the ADI’s business.
The powers of a Banking Act statutory manager include the power to alter the constitution of an ADI,
its holding company (if any) or any of its subsidiaries, to issue, cancel or sell shares (or rights to
acquire shares) in the ADI, its holding company (if any) or any of its subsidiaries, and to vary or
cancel rights or restrictions attached to shares in a class of shares in the ADI, its holding company
(if any) or any of its subsidiaries. The Banking Act statutory manager is authorised to do so despite
the Corporations Act, the ADI’s constitution, any contract or arrangement to which the ADI, its
holding company (if any) or any of its subsidiaries is party or the ASX Listing Rules. In the event
that a Banking Act statutory manager is appointed to Westpac in the future, these broad powers of
a Banking Act statutory manager may be exercised in a way which adversely affects the rights
attaching to the Capital Notes and the position of Holders.
The Banking Act was amended in 2018 to enhance APRA's powers to facilitate resolution of the
entities it regulates (and their subsidiaries). Additional powers which have been given to APRA and
which impact Westpac include greater oversight, management and directions powers in relation to
Group entities which were previously not regulated by APRA, increased statutory management

38



powers over certain other entities within the Westpac Group and changes which are designed to
give statutory recognition to the conversion or write-off of regulatory capital instruments.
In addition, APRA has powers to require the compulsory transfer of all or part of the business of
Westpac (including Ordinary Shares of Westpac) to another entity under the Financial Sector
(Transfer and Restructure) Act 1999 (Cth) ("FSTR Act"). A transfer under the FSTR Act overrides
anything in any contract or agreement to which Westpac is a party, including the Conditions. These
powers of APRA may be exercised in a way which adversely affects the ability of Westpac to comply
with its obligations in respect of the Capital Notes and this may adversely affect the position of
Holders.
26. Future issues of debt or other securities by Westpac
Westpac and members of the Westpac Group may, at their absolute discretion, issue securities in
the future that:
• rank for distribution or payment of capital (including in the Winding Up of Westpac or another
member of the Westpac Group) equally with, behind or ahead of the Capital Notes; or
• have the same or different dividend, interest or distribution rates as the Capital Notes; or
• have the same or different terms and conditions as the Capital Notes.
Any issue of other securities may affect Holders' ability to recover the Liquidation Sum due to
Holders on a Winding Up, if the Capital Notes are on issue at the time.
The Conditions do not require Westpac to refrain from certain business changes or require Westpac
to operate within certain ratio limits.
An investment in Capital Notes 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 debt or other securities by
an entity in the Westpac Group may have on the market price or liquidity of the Capital Notes.
27. Successor holding company
Where Westpac is replaced as the ultimate holding company of the Westpac Group by an Approved
Successor and certain other conditions are satisfied, Conversion of Capital Notes will not be
triggered but Westpac may be allowed to instead make amendments (provided APRA's prior written
approval is obtained) to substitute the Approved Successor as the debtor in respect of the Capital
Notes and as the issuer in respect of the ordinary shares issued on Conversion and to make certain
other amendments to the Conditions. Accordingly, potential investors should be aware that, if:
• Westpac is replaced by an Approved Successor as the ultimate holding company of the
Westpac Group; and
• a substitution of the Approved Successor as the debtor in respect of the Capital Notes and the
issuer of the ordinary shares on Conversion is effected under the Conditions,
Holders will be obliged to accept Approved Successor Shares and will not receive Ordinary Shares
on Conversion.
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.

39



Westpac has not made any decision to substitute an Approved Successor as the ultimate holding
company of the Westpac Group.
Where Westpac transfers only some of its assets to an Approved Successor, the Approved
Successor 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.
There is also a risk that the establishment of a successor holding company that is not an Approved
Successor is treated as an Acquisition Event, leading to the Conversion of the Capital Notes.
Further, if the establishment of a successor holding company is treated as an Acquisition Event and
Conversion does not occur, a number of different risks may arise for Holders, including that Westpac
may be assigned a different credit rating and its financial position may be materially altered thereby
adversely affecting its ability to pay Distributions.
28. Amendment of the Conditions
Westpac may, with APRA's prior written approval where required, after consultation with the
Programme Manager and subject to compliance with applicable laws, amend the Conditions without
the approval of Holders. This includes an amendment which is:
• for the purposes of giving effect to any successor rate or alternative rate for the Reference Rate
or the BBSW Rate;
• for the purposes of curing any ambiguity, or correcting or supplementing any defective or
inconsistent provisions or in any other manner which Westpac deems necessary or desirable
and which in Westpac's opinion does not materially adversely affect the rights of existing
Holders; or
• for any other purpose, where the amendments apply prospectively and do not apply to existing
Holders.
Westpac may also amend the Conditions, with APRA's prior written approval, if the amendment has
been approved by a Special Resolution of Holders of that Series or is necessary to effect the
substitution of an Approved Successor as the debtor in respect of the Capital Notes and the issuer
of ordinary shares on Conversion.
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 Conditions is always required where the amendment
would impact, or potentially impact, the classification of the Capital Notes as Additional Tier 1 Capital
on a Level 1 or Level 2 basis.
29. No rights if control of Westpac is acquired
If a person other than an Approved Successor acquires control of Westpac, the Conditions do not
provide any right or remedy for the Holders on account of such an acquisition occurring except
where the acquisition constitutes an Acquisition Event. Further, such an acquisition of Westpac may
result in Westpac'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 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 the VWAP used to

40



determine the Conversion Number. 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 tradable.

41



Conditions of the Capital Notes
The following are the Conditions of the Capital Notes (“Conditions”) which, as supplemented, amended,
modified or replaced in relation to any Capital Notes by an applicable Supplement, will be applicable to
each Series of Capital Notes. Each Tranche of Capital Notes will be the subject of a Supplement.
References in these Conditions to a Supplement are references to the Supplement applicable to that
Tranche.
Each Holder, and any person claiming through or under a Holder, is deemed to have notice of and is
bound by these Conditions, the Deed Poll (as defined in these Conditions), the Information
Memorandum, any applicable Agency and Registry Agreement, and/or Supplement. Copies of each of
these documents (to the extent they relate to a Tranche of Capital Notes) are available for inspection by
the holder of any Capital Note of such Tranche at the offices of Westpac and the Registrar and the
Programme Manager at their respective addresses set out in the section entitled “Directory” below, or
from such other person specified in a Supplement.
1 Form, currency and denomination of Capital Notes
1.1 Form
Capital Notes:
(a) are non-cumulative, convertible, transferable, redeemable, subordinated, perpetual,
unsecured notes of Westpac;
(b) are designated as being of a particular Series and Tranche as set out in the relevant
Supplement;
(c) are constituted under and issued on the terms set out in the Deed Poll and these
Conditions as supplemented, amended, modified or replaced by the Supplement; and
(d) take the form of entries in the Capital Notes Register.
1.2 Currency
Capital Notes are denominated in Australian Dollars.
1.3 Denomination
Unless otherwise specified in the Supplement:
(a) each Capital Note is issued fully paid in the denomination of A$100,000; and
(b) Capital Notes may only be issued if:
(i) the consideration payable to Westpac by the relevant Holder to whom the
Capital Notes are issued is a minimum of A$500,000 (disregarding any
moneys lent by Westpac or its associates to the Holder) or if the Capital Notes
are otherwise issued in a manner which does not require disclosure to
investors in accordance with Parts 6D.2 or 7.9 of the Corporations Act;
(ii) the issue is not to a “retail client” as defined for the purposes of section 761G
of the Corporations Act;
(iii) such action does not require any document to be lodged with ASIC; and
(iv) the issue complies with all applicable laws and directives of the jurisdiction in
which the issue takes place.

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2 Ranking on Winding Up
(a) Holders do not have any right to prove in a Winding Up in respect of Capital Notes,
except as permitted under Condition 2(b).
(b) Capital Notes of each Series will rank for payment of the Liquidation Sum in a Winding
Up:
(i) senior to Ordinary Shares;
(ii) equally among themselves, Capital Notes of each other Series and with all
other Equal Ranking Capital Securities; and
(iii) junior to, and are conditional on the prior payment in full of, the claims of all
Senior Creditors (including in respect of any entitlement to interest under
section 563B of the Corporations Act).
(c) Holders may not exercise voting rights as a creditor in respect of Capital Notes in a
Winding Up to defeat the subordination in this Condition.
(d) Capital Notes are perpetual and these Conditions do not include events of default or
any other provisions entitling the Holders to require that Capital Notes be Redeemed.
Holders do not have any right to apply for a Winding Up on the ground of Westpac’s
failure to pay Distributions or for any other reason.
(e) For the avoidance of doubt, but subject to Condition 5.8, if a Capital Trigger Event or
Non-Viability Trigger Event has occurred, Holders will rank for payment in a Winding
Up as holders of the number of Ordinary Shares to which they became entitled under
Conditions 5.2 or 5.4.
3 Distributions
3.1 Entitlement to Distributions
Subject to these Conditions, each Capital Note entitles the Holder to receive on the relevant
Distribution Payment Date interest on the Outstanding Principal Amount of the Capital Note
("Distribution").
3.2 Calculation of Distribution on Capital Notes
(a) The Distribution payable in respect of a Capital Note on a Distribution Payment Date is
calculated using the following formula:
Distribution = Distribution Rate x Outstanding Principal Amount x Day Count Fraction
(b) Distributions on Fixed Rate Capital Notes will be calculated based on the Fixed
Distribution Calculation Period and Distributions on Floating Rate Capital Notes will be
calculated based on the Floating Distribution Calculation Period.
3.3 Calculation of Distribution Rate on Fixed Rate Capital Notes
The Distribution Rate in respect of a Distribution on a Capital Note in relation to which this
Condition 3.3 is specified in the Supplement as being applicable (“Fixed Rate Capital Note”)
is the rate (expressed as a percentage per annum) determined by the Calculation Agent in
accordance with the following formula:
Distribution Rate = (Base Rate + Margin) x (1 – Tax Rate)

43



3.4 Calculation of Distribution Rate on Floating Rate Capital Notes
(a) The Distribution Rate in respect of a Distribution on a Capital Note in relation to which
this Condition 3.4 is specified in the Supplement as being applicable (“Floating Rate
Capital Note”) is the rate (expressed as a percentage per annum) determined by the
Calculation Agent in accordance with the following formula:
Distribution Rate = (Base Rate+ Margin) x (1 – Tax Rate)
(b) “Base Rate” means, in relation to a Floating Rate Capital Note, where the Supplement
specifies as the basis for determining the Base Rate for a Distribution Period:
(i) “ISDA Determination”, the “ISDA Rate”, being a rate equal to the Floating
Rate that would be determined by the Calculation Agent for the Capital Notes
under an interest rate swap transaction if the Calculation Agent for the Capital
Notes were acting as Calculation Agent for that swap transaction under the
terms of an agreement incorporating the ISDA Definitions and under which:
(A) the Floating Rate Option is as specified in the Supplement;
(B) the Designated Maturity is a period specified in the Supplement;
(C) the relevant Reset Date is as specified in the Supplement; and
(D) the Period End Dates are each Distribution Payment Date and the
Floating Rate Day Count Fraction is the Day Count Fraction.
For the purposes of this Condition 3.4(b)(i), “Floating Rate”, “Calculation
Agent” (except references to “Calculation Agent for the Capital Notes”),
“Floating Rate Option”, "Reset Date”, “Period End Date” and “Floating
Rate Day Count Fraction” have the meanings given to those terms in the
ISDA Definitions;
(ii) “Screen Rate Determination”, subject as provided below, either:
(A) the offered quotation; or
(B) the arithmetic mean of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate which
appears or will appear, as the case may be, on the Relevant Screen Page as
at 11:00am (Sydney time) or such other time as is specified in the Supplement
(“Relevant Time”) on the Distribution Determination Date in question as
determined by the Calculation Agent. If five or more of such offered
quotations are available on the Relevant Screen Page, the highest (or, if there
is more than one such highest quotation, one only of such quotations) and the
lowest (or, if there is more than one such lowest quotation, one only of such
quotations) shall be disregarded by the Calculation Agent for the purposes of
determining the arithmetic mean of such offered quotations.
(aa) If Condition 3.4(b)(ii)(A) applies and no offered quotation appears on
the Relevant Screen Page at the Relevant Time on the Distribution
Determination Date or if Condition 3.4(b)(ii)(B) applies and fewer than
two offered quotations appear on the Relevant Screen Page at the
Relevant Time on the Distribution Determination Date, subject as
provided below, the Distribution Rate is the arithmetic mean of the

44



Reference Rates that each of the Reference Banks is quoting to
leading banks in the Relevant Financial Centre at the Relevant Time
on the Distribution Determination Date, as determined by Westpac
(acting in good faith and in a commercially reasonable manner) or, an
alternate financial institution appointed by Westpac (in its sole
discretion), to assist in determining the rate (in each case, a
“Determining Party”);
(bb) If Condition 3.4(b)(ii)(aa) above applies and the Determining Party
determines that fewer than two Reference Banks are making offered
quotations for the Reference Rate, subject as provided below, the
Distribution Rate is the arithmetic mean of the rates per annum
(expressed as a percentage) that the Determining Party determines to
be the rates (being the nearest equivalent to the Reference Rate) in
respect of deposits of approximately A$100,000 that at least two out
of five leading banks selected by the Determining Party in the
Relevant Financial Centre are quoting at or about the Relevant Time
on the date on which such banks would customarily quote such rates
for a period commencing on the first day of the Distribution Period to
which the relevant Distribution Determination Date relates for a period
equivalent to the relevant Distribution Period to leading banks carrying
on business in the Relevant Financial Centre;
However, if such rate does not appear on the Relevant Screen Page (or any
page that replaces that page) as at 11:15am (Sydney time) on that day (or
such other time that is 15 minutes after the then prevailing Relevant Time), or
if it does appear but the Determining Party determines that there is an obvious
error in that rate or the rate is permanently or indefinitely discontinued,
“Screen Rate Determination” means (subject to the prior written approval of
APRA in the case of a permanent or indefinite discontinuation of the
Reference Rate) such other successor rate or alternative rate for Reference
Rate-linked floating rate notes at such time determined by the Determining
Party, which rate is notified in writing to the Calculation Agent (with a copy to
Westpac) if determined by such Determining Party, together with such
adjustment spread (which may be a positive value or zero) that is customarily
applied to the relevant successor rate or alternative rate (as the case may be)
in international debt capital markets transactions to produce an industry-
accepted replacement rate for Reference Rate-linked floating rate notes at
such time (together with such other adjustments to the Business Day
Convention and related provisions and definitions, in each case that are
consistent with accepted market practice for the use of such successor rate or
alternative rate for Reference Rate-linked floating rate notes at such time), or,
if no such industry standard is recognised or acknowledged, the method for
calculating or determining such adjustment spread, determined by such
Determining Party (in consultation with Westpac) to be appropriate. The rate
determined by such Determining Party will be expressed as a percentage rate
per annum and will be rounded up, if necessary, to the next higher one ten-
thousandth of a percentage point (0.0001%). Each Holder shall be deemed to
acknowledge, accept and agree to be bound by, and consents to, such

45



determination of, substitution for and adjustments made to the Reference
Rate, as applicable, in each case as described above (in all cases without the
need for any Holder consent). Any determination of, substitution for and
adjustments made to the Reference Rate, as applicable, in each case
described below will be binding on Westpac, the Holder and each Agent.
(iii) “BBSW Rate Determination”, the “BBSW Rate”, being, for a Distribution
Period, the rate for prime bank eligible securities having a tenor closest to the
Distribution Period which is designated as the “AVG MID” on the Thomson
Reuters Screen BBSW Page (or any designation which replaces that
designation on that page, or any page that replaces that page) at
approximately 10.30am (or such other time at which such rate customarily
appears on that page, including, if corrected, as recalculated and republished
by the relevant administrator) (“Publication Time”) on the first Business Day
of that Distribution Period. However, if such rate does not appear on the
Thomson Reuters Screen BBSW Page (or any page that replaces that page)
by 10.45am on that day (or such other time that is 15 minutes after the then
prevailing Publication Time), or if it does appear but the Calculation Agent
determines that there is an obvious error in that rate or the rate is permanently
or indefinitely discontinued, “BBSW Rate” means (subject to the prior written
approval of APRA in the case of a permanent or indefinite discontinuation of
the BBSW Rate) such other successor rate or alternative rate for BBSW Rate-
linked floating rate notes at such time determined by the Determining Party),
which rate is notified in writing to the Calculation Agent (with a copy to
Westpac) if determined by such Determining Party, together with such
adjustment spread (which may be a positive value or zero) that is customarily
applied to the relevant successor rate or alternative rate (as the case may be)
in international debt capital markets transactions to produce an industry-
accepted replacement rate for BBSW Rate-linked floating rate notes at such
time (together with such other adjustments to the Business Day Convention
and related provisions and definitions, in each case that are consistent with
accepted market practice for the use of such successor rate or alternative rate
for BBSW Rate-linked floating rate notes at such time), or, if no such industry
standard is recognised or acknowledged, the method for calculating or
determining such adjustment spread, determined by such Determining Party
(in consultation with Westpac) to be appropriate. The rate determined by such
Determining Party will be expressed as a percentage rate per annum and will
be rounded up, if necessary, to the next higher one ten-thousandth of a
percentage point (0.0001%). Each Holder shall be deemed to acknowledge,
accept and agree to be bound by, and consents to, such determination of,
substitution for and adjustments made to the BBSW Rate, as applicable, in
each case as described above (in all cases without the need for any Holder
consent). Any determination of, substitution for and adjustments made to the
BBSW Rate, as applicable, in each case described below will be binding on
Westpac, the Holder and each Agent.
Holders should note that APRA’s approval may not be given for any successor rate or
alternative rate together with any adjustment spread and any other adjustments to the

46



Conditions to produce an industry-accepted replacement rate for Reference Rate-
linked floating rate notes for the purposes of Condition 3.4(b)(ii) or BBSW Rate-linked
floating rate notes for the purposes of Condition 3.4(b)(iii) it considers to have the
effect of increasing the Distribution Rate contrary to applicable Prudential Standards.
(c) Unless otherwise specified in the Supplement, if, during the Distribution Period, the
Calculation Agent is unable to determine a rate (or, as the case may be, the arithmetic
mean of rates) in accordance with the provisions of Condition 3.4(b), the Base Rate
applicable to the Floating Rate Capital Notes during that Distribution Period will be the
Base Rate applicable to the Floating Rate Capital Notes during the immediately
preceding Distribution Period.
3.5 Calculation of Distribution Rate on Fixed-to-Floating Rate Capital Notes
The Distribution Rate in respect of a Distribution in relation to which this Condition 3.5 is
specified in the Supplement as being applicable (“Fixed-to-Floating Rate Capital Note”) is
the rate (expressed as a percentage per annum) determined as:
(a) for the Fixed Rate Period, in accordance with Condition 3.3; and
(b) for the Floating Rate Period, in accordance with Condition 3.4,
provided that the Margin for the Floating Rate Period must be the same as the Margin for the
Fixed Rate Period.
3.6 Adjustment to calculation of Distributions if not fully franked
If payment of any Distribution will not be franked to 100% under Part 3-6 of the Tax Act (or any
provisions that revise or replace that Part), otherwise than because of any act by, or
circumstances affecting, any particular Holder, the Distribution will be calculated using the
following formula:
Distribution =
D
1 – [Tax Rate  (1 – Franking Rate)]
where:
D means the Distribution entitlement on that Distribution Payment Date as calculated under
Condition 3.2.
3.7 Conditions to payment of Distributions
(a) The payment of any Distribution on a Distribution Payment Date is subject to:
(i) Westpac's absolute discretion;
(ii) the payment of the Distribution not resulting in a breach of Westpac's capital
requirements (on a Level 1 basis) or of the Westpac Group's capital
requirements (on a Level 2 basis) under the then current Prudential Standards
at the time of the payment;
(iii) the payment of the Distribution not resulting in Westpac becoming, or being
likely to become, insolvent for the purposes of the Corporations Act; and
(iv) APRA not otherwise objecting to the payment of the Distribution.
(b) Westpac must notify the Registrar as soon as reasonably practicable if payment of
any Distribution will not be made because of this Condition.

47



3.8 Distributions are discretionary, non-cumulative and only payable in cash
(a) Payments of Distributions are within the absolute discretion of Westpac and are non-
cumulative. If a Distribution is not paid because of the provisions of Condition 3.7 or
because of any other reason, Westpac has no liability to pay such Distribution to the
Holder and the Holder has no:
(i) claim (including, without limitation, on a Winding Up); or
(ii) right to apply for a Winding Up,
in respect of such non-payment.
(b) Any payments of Distributions to Holders must be made in the form of cash.
(c) Non-payment of a Distribution because of the provisions of Condition 3.7, or because
of any other reason, does not constitute an event of default.
3.9 Distribution Payment Date
Distributions in respect of Capital Notes are payable:
(a) in arrear at such intervals and on such date or dates specified in, or determined in
accordance with the provisions of, the Supplement; and
(b) on the Conversion Date (other than a Capital Trigger Event Date or Non-Viability
Trigger Event Date), Redemption Date or Transfer Date (as the case may be) on
which such Capital Note is Converted, Redeemed or Transferred, in each case in
accordance with these Conditions,
in each case adjusted, if necessary, in accordance with the Applicable Business Day
Convention (each a "Distribution Payment Date").
3.10 Record Dates
Distributions are only payable on a Distribution Payment Date to those persons registered as
Holders on the Record Date for that Distribution Payment Date.
3.11 Restrictions in the case of non-payment of a Distribution
Subject to Condition 3.12, if for any reason a Distribution has not been paid in full on the
relevant Distribution Payment Date, Westpac must not:
(a) determine or pay any Dividends; or
(b) undertake any discretionary Buy Back or Capital Reduction,
unless the amount of the unpaid Distribution is paid in full within 20 Business Days of that
Distribution Payment Date or:
(c) all Capital Notes have been Converted at their full Outstanding Principal Amount,
Written-off or Redeemed;
(d) on a subsequent Distribution Payment Date, a Distribution for the subsequent
Distribution Period is paid in full; or
(e) a Special Resolution of the Holders of the Capital Notes of the relevant Series has
been passed approving such action,
and, in respect of the actions contemplated by Conditions 3.11(c), 3.11(d) and 3.11(e), APRA
does not otherwise object.

48



3.12 Restrictions not to apply in certain circumstances
The restrictions in Condition 3.11 do not apply in connection with:
(a) any employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants of Westpac or
any member of the Westpac Group; or
(b) Westpac or any of its controlled entities purchasing shares in Westpac in connection
with transactions for the account of customers of Westpac or any of its controlled
entities or in connection with the distribution or trading of shares in Westpac in the
ordinary course of business (such distribution or trading of shares in the ordinary
course of business is subject to the prior written approval of APRA); or
(c) to the extent that at the time a Distribution has not been paid on the relevant
Distribution Payment Date, Westpac is legally obliged to pay on or after that date a
Dividend or complete on or after that date a Buy Back or Capital Reduction.
3.13 Notification
(a) In relation to each Distribution Period, the Calculation Agent will notify Westpac, the
Registrar and any relevant Agent of the Distribution Rate, the amount of Distribution
payable on each Capital Note and each other amount, item or date, as the case may
be, determined or calculated by the Calculation Agent.
(b) Westpac will give notice, or shall procure that the Calculation Agent gives notice under
this Condition 3.13 as soon as practicable after the Calculation Agent makes its
calculations or determinations and, in any event, by no later than the fourth Business
Day of the relevant Distribution Period.
(c) The Calculation Agent may amend the calculation or determination of any amount,
date, or rate (or make appropriate alternative arrangements by way of adjustment)
without prior notice including as a result of the extension or abbreviation of any
relevant Distribution Period, but must notify, Westpac, the Registrar and any relevant
Agent as soon as practicable after doing so.
3.14 Calculations and determinations final
The calculation or determination by the Calculation Agent of all dates, rates and amounts
falling to be determined by it in relation to Capital Notes (including, without limitation, the
Distribution Rate for any Distribution Period and the amount of Distribution payable for any
Distribution Period in respect of any Capital Note) is, in the absence of manifest or proven
error, final and binding on Westpac, the Registrar, any Agent, the Calculation Agent and each
Holder.
4 Scheduled Conversion
4.1 Scheduled Conversion
Subject to Conditions 5, 6, 7 and 8, Westpac must Convert all (but not some) Capital Notes of
a Series on issue on the date that is the earlier of:
(a) the First Scheduled Conversion Date; and
(b) the first Distribution Payment Date after the First Scheduled Conversion Date,

49



on which the Scheduled Conversion Conditions are satisfied (each a "Scheduled Conversion
Date").
4.2 Scheduled Conversion Conditions
(a) The Scheduled Conversion Conditions for each Scheduled Conversion Date are:
(i) the VWAP on the 25th ASX Business Day on which trading in Ordinary
Shares took place immediately preceding (but not including) the Scheduled
Conversion Date is greater than 56.12% of the Issue Date VWAP ("First
Scheduled Conversion Condition"); and
(ii) the VWAP during the period of 20 ASX Business Days on which trading in
Ordinary Shares took place immediately preceding (but not including) the
Scheduled Conversion Date is greater than 50.51% of the Issue Date VWAP
(the "Second Scheduled Conversion Condition").
(b) If the First Scheduled Conversion Condition is not satisfied in relation to a Scheduled
Conversion Date for a Series of Capital Notes, Westpac will notify Holders not less
than 21 ASX Business Days before the Scheduled Conversion Date that Conversion
will not proceed on the Scheduled Conversion Date.
(c) If the Second Scheduled Conversion Condition is not satisfied in relation to a
Scheduled Conversion Date for a Series of Capital Notes, Westpac will notify Holders
on or as soon as practicable after the Scheduled Conversion Date that Conversion did
not occur.
5 Automatic Conversion
5.1 Capital Trigger Event
A Capital Trigger Event occurs when:
(a) Westpac determines; or
(b) APRA notifies Westpac in writing that it believes,
that either or both the Westpac Level 1 Common Equity Tier 1 Capital Ratio or Westpac Level
2 Common Equity Tier 1 Capital Ratio is equal to or less than 5.125%.
5.2 Consequences of a Capital Trigger Event
(a) Westpac must notify APRA immediately in writing if it determines that a Capital Trigger
Event has occurred.
(b) If a Capital Trigger Event occurs, Westpac must:
(i) subject to the limitations described in Condition 5.8, Convert; or
(ii) if the applicable Supplement specifies that the primary method of loss
absorption will be a Write-off without Conversion in accordance with
Condition 5.8, Write-off,
such number of Capital Notes (or, if it so determines, such percentage of the
Outstanding Principal Amount of each Capital Note) as is sufficient (following any
conversion, write-off or write down of other Relevant Securities as referred to in
Condition 5.2(c)(i)) to return either or both the Westpac Level 1 Common Equity Tier 1

50



Capital Ratio or Westpac Level 2 Common Equity Tier 1 Capital Ratio, as the case
may be, to above 5.125%.
(c) In determining the number of Capital Notes, or percentage of the Outstanding
Principal Amount of each Capital Note, which must be Converted or Written-off in
accordance with this Condition, Westpac will:
(i) first, convert, write-off or write down such number or percentage of the
outstanding principal amount of any other Relevant Securities whose terms
require them to be converted, written-off or written down, before Conversion or
Write-off of the Capital Notes; and
(ii) second, if conversion, write-off or write down of those Relevant Securities is
not sufficient, Convert or Write-off (in the case of the Capital Notes) and
convert, write-off or write down (in the case of any other Relevant Securities)
on a pro-rata basis or in a manner that is otherwise, in the opinion of Westpac,
fair and reasonable, the Outstanding Principal Amount of the Capital Notes
and the outstanding principal amount of any Relevant Securities whose terms
require or permit them to be converted, written-off or written down in that
manner (subject to such adjustments as Westpac may determine to take into
account the effect on marketable parcels and the need to round to whole
numbers of Ordinary Shares and the Outstanding Principal Amount of any
Capital Notes or the outstanding principal amount of other Relevant 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 number of Capital Notes or percentage of the Outstanding Principal Amount
of each Capital Note (as the case may be).
(d) If a Capital Trigger Event occurs:
(i) the relevant number of Capital Notes, or percentage of the Outstanding
Principal Amount of each Capital Note, must be Converted or Written-off
immediately upon occurrence of the Capital Trigger Event in accordance with
Conditions 5.7 and 9 and the Conversion or Write-off will be irrevocable;
(ii) Westpac must give notice as soon as practicable that Conversion or Write-off
has occurred to the Holders; and
(iii) the notice must specify:
(A) the date on which the Capital Trigger Event occurred ("Capital
Trigger Event Date");
(B) the relevant number of the Capital Notes which were, or the
percentage of the Outstanding Principal Amount of each Capital Note
which was, Converted or Written-off and details of any other Relevant
Securities converted, written-off or written down in accordance with
Condition 5.2(c); and
(C) in the case of Conversion, details of the Conversion process, including
any details which were taken into account in relation to the effect on

51



marketable parcels and whole numbers of Ordinary Shares, and the
impact on any Capital Notes remaining on issue.
(e) Failure or delay in undertaking any of the steps in Conditions 5.2(d)(ii) and 5.2(d)(iii),
or in quotation of the Ordinary Shares to be issued on Conversion, does not prevent,
invalidate, delay or otherwise impede Conversion or Write-off.
5.3 Non-Viability Trigger Event
A Non-Viability Trigger Event occurs when APRA notifies Westpac in writing that it believes:
(a) Conversion or Write-off of the Capital Notes, or conversion, write-off or write down of
other capital instruments of the Westpac Group, is necessary because, without it,
Westpac would become non-viable; or
(b) a public sector injection of capital, or equivalent support, is necessary because,
without it, Westpac would become non-viable.
5.4 Consequences of a Non-Viability Trigger Event
(a) If a Non-Viability Trigger Event occurs, Westpac must:
(i) subject to the limitations described in Condition 5.8, Convert; or
(ii) if the applicable Supplement specifies that the primary method of loss
absorption will be Write-off without Conversion in accordance with
Condition 5.8, Write-off,
such number of Capital Notes (or, if it so determines, such percentage of the
Outstanding Principal Amount of each Capital Note) as is equal (following any
conversion, write-off or write down of other Relevant Securities as referred to in
Condition 5.4(b)(ii)(A)) to the aggregate outstanding principal amount of capital
instruments, as is necessary to satisfy APRA that Westpac will no longer be non-
viable.
(b) In determining the number of Capital Notes, or percentage of the Outstanding
Principal Amount of each Capital Note, which must be Converted or Written-off in
accordance with this Condition, Westpac will:
(i) where a Non-Viability Trigger Event occurs under Condition 5.3(b), Convert or
Write-off at their full Outstanding Principal Amount all of the Capital Notes; or
(ii) in all other circumstances:
(A) first, convert, write-off or write down such number or percentage of the
outstanding principal amount of any other Relevant Securities whose
terms require them to be converted, written-off or written down before
Conversion or Write-off of Capital Notes; and
(B) second, if conversion, write-off or write down of those securities is not
sufficient, Convert or Write-off (in the case of Capital Notes) and
convert, write-off or write down (in the case of any other Relevant
Securities), on a pro-rata basis or in a manner that is otherwise, in the
opinion of Westpac, fair and reasonable, the Outstanding Principal
Amount of the Capital Notes and the outstanding principal amount of
any Relevant Securities whose terms require or permit them to be

52



converted, written-off or written down in that manner (subject to such
adjustments as Westpac may determine to take into account the effect
on marketable parcels and the need to round to whole numbers of
Ordinary Shares and the Outstanding Principal Amount of any Capital
Notes or the outstanding principal amount of other Relevant 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 number of Capital Notes or percentage of the Outstanding Principal Amount
of each Capital Note (as the case may be).
(c) If a Non-Viability Trigger Event occurs:
(i) the relevant number of Capital Notes, or percentage of the Outstanding
Principal Amount of each Capital Note, must be Converted or Written-off
immediately upon occurrence of the Non-Viability Trigger Event in accordance
with Conditions 5.7, 5.8 and 9 and the Conversion or Write-off will be
irrevocable;
(ii) Westpac must give notice as soon as practicable that Conversion or Write-off
has occurred to the Holders; and
(iii) the notice must specify:
(A) the date on which the Non-Viability Trigger Event occurred ("Non-
Viability Trigger Event Date");
(B) the relevant number of the Capital Notes which were, or the
percentage of the Outstanding Principal Amount of each Capital Note
which was, Converted or Written-off, and details of any other Relevant
Securities converted, written-off or written down in accordance with
Condition 5.4(b); and
(C) in the case of Conversion, the details of the Conversion process,
including any details which were taken into account in relation to the
effect on marketable parcels and whole numbers of Ordinary Shares,
and the impact on any Capital Notes remaining on issue.
(d) Failure to undertake any of the steps in Conditions 5.4(c)(ii) and 5.4(c)(iii) does not
prevent, invalidate, delay or otherwise impede Conversion or Write-off.
APRA has advised that it will not approve partial conversion or partial write-off in those
exceptional circumstances where a public sector injection of funds is deemed
necessary.
5.5 Scheduled Conversion Conditions not applicable
For the avoidance of doubt, the Scheduled Conversion Conditions do not apply to Conversion
as a result of a Capital Trigger Event or Non-Viability Trigger Event.
5.6 Priority of early Conversion or Write-off obligations
A Conversion or Write-off required because of a Capital Trigger Event or a Non-Viability
Trigger Event takes place on the date, and in the manner, required by Conditions 5.2, 5.4, 5.7
and 5.8, notwithstanding any other provision for Conversion, Redemption or Transfer in these
Conditions or in the applicable Supplement.

53



5.7 Automatic Conversion or Write-off upon the occurrence of a Capital Trigger Event
or Non-Viability Trigger Event
If a Capital Trigger Event or Non-Viability Trigger Event has occurred and all or some Capital
Notes (or percentage of the Outstanding Principal Amount of each Capital Note) are required
to be Converted or Written-off in accordance with Conditions 5.2 or 5.4, then:
(a) Conversion or Write-off of the relevant Capital Notes or percentage of the Outstanding
Principal Amount of each Capital Note will be taken to have occurred, in the case of
Conversion, in accordance with Condition 9 and, in the case of Write-off, in
accordance with Condition 5.8, immediately upon the Capital Trigger Event Date or
Non-Viability Trigger Event Date;
(b) in the case of Conversion and subject to Condition 9.10, the entry of the
corresponding Capital Notes in each relevant Holder’s holding in the Capital Notes
Register will constitute an entitlement of that Holder to the relevant number of
Ordinary Shares (and, if applicable, also to any remaining balance of Capital Notes or
Capital Notes with an Outstanding Principal Amount equal to the aggregate of the
remaining percentage of the Outstanding Principal Amount of each Capital Note), and
Westpac will recognise the Holder as having been issued the relevant Ordinary
Shares for all purposes, in each case without the need for any further act or step by
Westpac, the Holder or any other person (and Westpac will, as soon as possible
thereafter and without delay on the part of Westpac, take any appropriate procedural
steps to record such Conversion, including updating the Capital Notes Register and
the Ordinary Share register); and
(c) upon Conversion or Write-off a Holder has no further right or claim under these
Conditions in respect of the Capital Notes Converted or Written-off, except, in relation
to the Holder's entitlement, if any, to Capital Notes which have not been required to be
Converted or Written-off or Capital Notes representing the Outstanding Principal
Amount of such Capital Notes which have not been required to be Converted or
Written-off and in the case of Conversion, subject to Condition 9.10, in relation to the
relevant number of Ordinary Shares.
5.8 No further rights
If:
(a) for any reason, Conversion of any Capital Notes (or a percentage of the Outstanding
Principal Amount of any Capital Notes) required to be Converted under Conditions 5.2
or 5.4 fails to take effect under Conditions 5.7(a) and (b) or does not occur for any
other reason and the Ordinary Shares are not issued for any reason in respect of such
Conversion by 5:00pm on the fifth ASX Business Day after the Capital Trigger Event
Date or Non-Viability Trigger Event Date; or
(b) the Supplement specifies that the primary method of loss absorption will be Write-off
without Conversion in accordance with Condition 5.8 and a Capital Trigger Event Date
or Non-Viability Trigger Event Date occurs,
then:
(c) the relevant Holders’ rights (including to payment of Distributions and Outstanding
Principal Amount and in the case of Conversion, to be issued with the Conversion
Number of Ordinary Shares) in relation to such Capital Notes or percentage of the

54



Outstanding Principal Amount of Capital Notes are immediately and irrevocably
terminated and such termination will be taken to have occurred immediately upon the
Capital Trigger Event Date or Non-Viability Trigger Event Date, as the case may be
(“Write-off”); and
(d) the Outstanding Principal Amount of Capital Notes shall be reduced on the Capital
Trigger Event Date or Non-Viability Trigger Event Date (as the case may be) by the
Outstanding Principal Amount of such Capital Notes to be Converted or Written-off as
determined in accordance with Conditions 5.2 and 5.4.
5.9 Automatic Conversion upon the occurrence of an Acquisition Event
(a) If an Acquisition Event occurs, then:
(i) Westpac must Convert all (but not some) Capital Notes;
(ii) Westpac must give notice as soon as practicable and in any event within 10
ASX Business Days after becoming aware of that event occurring to the
Holders;
(iii) the notice must specify a date on which it is proposed Conversion will occur
(proposed "Acquisition Event Conversion Date") being:
(A) in the case of an Acquisition Event that is a takeover bid, no later than
the ASX Business Day prior to the then announced closing date of the
relevant takeover bid; or
(B) in the case of an Acquisition Event that is a court approved scheme, a
date no later than the record date for participation in the relevant
scheme of arrangement;
(iv) the notice must specify the details of the Conversion process including any
details to take into account the effect on marketable parcels and whole
numbers of Ordinary Shares; and
(v) on the proposed Acquisition Event Conversion Date, all Capital Notes will
Convert in accordance with Condition 9.
(b) The Second Scheduled Conversion Condition applies to a Conversion following an
Acquisition Event as though the proposed Acquisition Event Conversion Date were a
Scheduled Conversion Date for the purposes of Condition 4 (except that in the case of
an Acquisition Event, the Second Scheduled Conversion Condition will apply as if it
referred to 20.20% of the Issue Date VWAP). If the Second Scheduled Conversion
Condition is not satisfied, the Capital Notes will not Convert.
(c) If the Second Scheduled Conversion Condition is not satisfied on the proposed
Acquisition Event Conversion Date, Westpac will notify Holders as soon as practicable
after the proposed Acquisition Event Conversion Date that Conversion did not occur.
5.10 Issue of ordinary shares of Approved Successor
Where there is a replacement of Westpac as the ultimate holding company of the Westpac
Group and the successor holding company is an Approved Successor, Conversion of the
Capital Notes may not occur as a consequence of the Replacement (as defined in
Condition 13.4(a)). Instead, these Conditions may be amended in accordance with
Condition 13.4.

55



6 Optional Conversion
6.1 Conversion at the option of Westpac
(a) Subject to the other provisions of this Condition 6, Westpac may at its option Convert
in accordance with Condition 9:
(i) all or some Capital Notes of a Series on each Optional Conversion Date so
specified in the Supplement for the purposes of this Condition 6.1(a)(i); or
(ii) all (but not some) of the Capital Notes of a Series on an Optional Conversion
Date following the occurrence of a Tax Event or Regulatory Event.
(b) If only some (but not all) Capital Notes of a Series are to be Converted under
Condition 6.1(a)(i), those Capital Notes to be Converted will be specified in the
Optional Conversion Notice and selected:
(i) in a manner that is, in the opinion of Westpac, fair and reasonable; and
(ii) in compliance with any applicable law or directive.
6.2 Restriction on election to Convert
Westpac may only elect to Convert the Capital Notes under Condition 6.1(a) if on the second
ASX Business Day before the date on which an Optional Conversion Notice is to be sent by
Westpac (or, if trading in Ordinary Shares did not occur on that date, the last ASX Business
Day prior to that date on which trading in Ordinary Shares occurred) the VWAP on that date is:
(a) in respect of a Conversion under Condition 6.1(a)(i), greater than 56.12% of the Issue
Date VWAP; and
(b) in respect of a Conversion under Condition 6.1(a)(ii), greater than 22.20% of the Issue
Date VWAP,
(the "Optional Conversion Restriction").
6.3 Optional Conversion Notice
(a) Subject to Condition 6.2, Westpac may only Convert under Condition 6.1(a)(i) if
Westpac has given an Optional Conversion Notice of its election to do so at least 25
ASX Business Days before the proposed Optional Conversion Date to the Holders.
(b) The Optional Conversion Notice must specify:
(i) the date on which it is proposed the Optional Conversion will occur, which:
(A) in the case of Condition 6.1(a)(i), will be an Optional Conversion Date
so specified in the Supplement for such purpose; or
(B) in the case of a Tax Event or Regulatory Event, is the Next
Distribution Payment Date, unless Westpac determines an earlier date
having regard to the best interests of Holders as a whole and the
relevant event;
(ii) whether any Distribution will be paid in respect of the Capital Notes to be
Converted on the Optional Conversion Date; and
(iii) the details of the Conversion process including any details to take into account
the effect on marketable parcels and the need to round to whole numbers of
Ordinary Shares.

56



6.4 Restriction on Conversion on the Optional Conversion Date
(a) The Second Scheduled Conversion Condition applies to an Optional Conversion as
though the proposed Optional Conversion Date were a Scheduled Conversion Date
for the purposes of Condition 4 (except that in the case of an Optional Conversion
following a Tax Event or Regulatory Event, the Second Scheduled Conversion
Condition will apply as if it referred to 20.20% of the Issue Date VWAP).
(b) If the Second Scheduled Conversion Condition is not satisfied on the proposed
Optional Conversion Date:
(i) the Capital Notes will not Convert; and
(ii) Westpac will notify Holders as soon as practicable after the proposed Optional
Conversion Date that Conversion did not occur.
6.5 Deferred Conversion
If Westpac has given an Optional Conversion Notice under Condition 6.3 and the Second
Scheduled Conversion Condition (as if it applied on the Optional Conversion Date) is not
satisfied, then, notwithstanding any other provision of these Conditions:
(a) the Optional Conversion Date will be deferred until the first Distribution Payment Date
(under Condition 3.9(a)) on which the Scheduled Conversion Conditions are satisfied
(except that in the case of a Tax Event or Regulatory Event, the Second Scheduled
Conversion Condition will apply as if it referred to 20.20% of the Issue Date VWAP) as
if that Distribution Payment Date were a Scheduled Conversion Date for the purposes
of Condition 4 (the "Deferred Conversion Date");
(b) Westpac must convert the Capital Notes on the Deferred Conversion Date unless the
Capital Notes are Converted or Written-off earlier in accordance with these
Conditions; and
(c) until the Deferred Conversion Date, all rights attaching to the Capital Notes will
continue as if the Optional Conversion Notice had not been given.
6.6 Final Distribution
For the avoidance of doubt, Optional Conversion may occur even if Westpac, in its absolute
discretion, does not pay a Distribution for the final Distribution Period.
6.7 No Conversion at the option of the Holders
Holders do not have a right to request Conversion of their Capital Notes at any time.
7 Optional Redemption
7.1 Redemption at the option of Westpac
(a) Subject to the other provisions of this Condition 7, Westpac may at its option Redeem:
(i) all or some Capital Notes of a Series on each Redemption Date so specified
in the Supplement for the purposes of this Condition 7.1(a)(i); or
(ii) all (but not some) of the Capital Notes of a Series on a Redemption Date
following the occurrence of a Tax Event or Regulatory Event,
in each case for their Outstanding Principal Amount.

57



(b) If only some (but not all) Capital Notes are to be Redeemed under Condition 7.1(a)(i),
those Capital Notes to be Redeemed will be specified in the Redemption Notice and
selected:
(i) in a manner that is, in the opinion of Westpac, fair and reasonable; and
(ii) in compliance with any applicable law or directive.
7.2 Optional Redemption Notice
(a) Westpac may only Redeem under Condition 7.1(a) if Westpac has given a
Redemption Notice of its election to do so at least 21 ASX Business Days before the
proposed Redemption Date to the Holders.
(b) The Redemption Notice must specify:
(i) the date on which it is proposed the Redemption will occur, which must be:
(A) in the case of Condition 7.1(a)(i), a Redemption Date so specified in
the Supplement for such purpose; or
(B) in the case of a Tax Event or Regulatory Event, the Next Distribution
Payment Date, unless Westpac determines an earlier date having
regard to the best interests of Holders as a whole and the relevant
event; and
(ii) whether any Distribution will be paid in respect of the Capital Notes to be
Redeemed on the Redemption Date.
7.3 APRA approval to Redeem
Westpac may only Redeem under this Condition 7 if:
(a) either:
(i) before or concurrently with Redemption, Westpac replaces the Capital Notes
with a capital instrument which is of the same or better quality (for the
purposes of the Prudential Standards) than Capital Notes and the
replacement of Capital Notes is done under conditions that are sustainable for
the income capacity of Westpac (for the purposes of the Prudential
Standards); or
(ii) Westpac obtains confirmation from APRA that APRA is satisfied, having
regard to the capital position of Westpac and the Westpac Group, that
Westpac does not have to replace the Capital Notes; and
(b) APRA has given its prior written approval to the Redemption. Approval is at the
discretion of APRA and may or may not be given.
7.4 Final Distribution
For the avoidance of doubt, Redemption may occur even if Westpac, in its absolute discretion,
does not pay a Distribution for the final Distribution Period.
7.5 No Redemption at the option of the Holders
Holders do not have a right to request Redemption of their Capital Notes at any time.

58



7.6 Effect of Redemption Notice
Subject to any early Conversion or Write-off required because of a Capital Trigger Event or a
Non-Viability Trigger Event, any Redemption Notice given under this Condition 7 is irrevocable
and Westpac must (subject to Condition 11.1) Redeem Capital Notes on the Redemption Date
specified in that Redemption Notice.
8 Optional Transfer
8.1 Transfer at the option of Westpac
(a) Westpac may elect that Transfer occur in relation to:
(i) all or some Capital Notes of a Series on each Transfer Date so specified in
the Supplement for the purposes of this Condition 8.1(a)(i); or
(ii) all (but not some) of the Capital Notes of a Series on a Transfer Date following
the occurrence of a Tax Event or Regulatory Event.
(b) If only some (but not all) Capital Notes of a Series are to be Transferred under
Condition 8.1(a)(i), the number of Capital Notes to be Transferred will be specified in
the Transfer Notice and selected:
(i) in a manner that is, in the opinion of Westpac, fair and reasonable; and
(ii) in compliance with any applicable law or directive.
8.2 Optional Transfer Notice
(a) Westpac may only elect to Transfer Capital Notes under Condition 8.1(a) if Westpac
has given a Transfer Notice at least 21 ASX Business Days before the proposed
Transfer Date to the Holders.
(b) The Transfer Notice must specify:
(i) the date on which it is proposed the Transfer will occur, which must be:
(A) in the case of Condition 8.1(a)(i), a Transfer Date so specified in the
Supplement for such purpose; or
(B) in the case of a Tax Event or Regulatory Event, the Next Distribution
Payment Date, unless Westpac determines an earlier date having
regard to the best interests of Holders as a whole and the relevant
event; and
(ii) whether any Distribution will be paid in respect of the Capital Notes to be
Transferred on the Transfer Date.
8.3 Final Distribution
For the avoidance of doubt, a Transfer may occur even if Westpac, in its absolute discretion,
does not pay a Distribution for the final Distribution Period.
8.4 No Transfer at the option of the Holders
Holders do not have a right to request Transfer of their Capital Notes at any time.

59



8.5 Effect of Transfer Notice
(a) Any Transfer Notice given under this Condition 8 is irrevocable and Westpac must
(subject to Condition 11.1) Transfer Capital Notes on the Transfer Date specified in
that Transfer Notice.
(b) If Westpac issues a Transfer Notice under this Condition 8:
(i) each Holder is taken irrevocably to offer to sell the relevant number of their
Capital Notes to the Nominated Party on the Transfer Date for a cash amount
per Capital Note equal to the Outstanding Principal Amount (and to have
appointed Westpac as its agent and attorney to execute documents and do all
things necessary which Westpac considers may be necessary or desirable in
connection with that offer and any resulting sale);
(ii) subject to payment by the Nominated Party of the Outstanding Principal
Amount to Holders, all right, title and interest in the relevant number of Capital
Notes will be Transferred from the Holders to the Nominated Party on the
Transfer Date; and
(iii) if the Nominated Party does not pay the Outstanding Principal Amount to the
relevant Holders on the Transfer Date, the relevant number of Capital Notes
will not be Transferred to the Nominated Party.
(c) Clause 11 will apply to payments by the Nominated Party as if the Nominated Party
were Westpac. If any payment to a particular Holder is not made or treated as made
on the Transfer Date because of any error by or on behalf of the Nominated Party, the
relevant Capital Notes of that Holder will not be Transferred until payment is made but
the Transfer of all other relevant Capital Notes will not be affected by the failure.
9 General provisions applicable to Conversion
9.1 Conversion
On the Conversion Date, subject to Conditions 5.6 and 9.10, the following will apply:
(a) Westpac will allot and issue the Conversion Number of Ordinary Shares for each
Capital Note held by the Holder. The Conversion Number is calculated according to
the following formula, and subject always to the Conversion Number being no greater
than the Maximum Conversion Number:
Conversion Number for each = Outstanding Principal Amount
Capital Note P x VWAP
where:
P means 0.99 or such other number specified in the Supplement.
VWAP (expressed in dollars and cents) means the VWAP during the VWAP Period.
Maximum Conversion Number means a number calculated according to the
following formula:
Maximum Conversion Number = Outstanding Principal Amount
for each Capital Note Relevant Percentage x Issue Date VWAP
Relevant Percentage means:
(i) if Conversion is occurring on a Scheduled Conversion Date or the Optional
Conversion Date occurring on the date so specified in the Supplement for the
purposes of Condition 6.1(a)(i), 50%; and

60



(ii) if Conversion is occurring at any other time, 20%.
If any Capital Notes are Converted following a Capital Trigger Event or 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 may (in the case of a Capital Trigger Event) and is likely to (in the
case of a Non-Viability Trigger Event) be significantly less than the Outstanding
Principal Amount of those Capital Notes.
(b) Subject to Condition 9.10, each Holder’s rights (including to Distributions other than
the Distribution, if any, payable on a date when Conversion is required that is not a
Capital Trigger Event Date or a Non-Viability Trigger Event Date) in relation to each
Capital Note that is being Converted will be immediately and irrevocably terminated for
an amount equal to the Outstanding Principal Amount and Westpac will apply the
Outstanding Principal Amount of each Capital Note by way of payment for the
subscription for the Ordinary Shares to be allotted and issued under Condition 9.1(a).
Each Holder is taken to have irrevocably directed that any amount payable under this
Condition 9.1 is to be applied as provided for in this Condition and Holders do not
have any right to payment in any other way.
(c) If the total number of Ordinary Shares to be allotted and issued in respect of a
Holder’s aggregate holding of Capital Notes includes a fraction of an Ordinary Share,
that fraction of an Ordinary Share will not be issued or delivered on Conversion.
(d) Subject to Condition 9.10, where Capital Notes are to be Converted, Westpac will allot
and issue the Ordinary Shares to the Holder on the basis that a Holder’s name and
address set out in the Capital Notes Register (or, if not set out in the Capital Notes
Register, otherwise held by the Registrar) are the name and address for entry into the
register of title and receipt of any certificate or holding statement in respect of any
Ordinary Shares issued on Conversion unless a Holder has:
(i) notified Westpac a different name and address; and
(ii) provided such other information as is reasonably requested by Westpac
(including without limitation the details of the account to which the Ordinary
Shares issued on Conversion are to be credited),
which notice may be given at any time on or after the Issue Date and no less than 15
Business Days prior to the Conversion Date.
9.2 Adjustments to VWAP generally
For the purposes of calculating VWAP under Condition 9.1:
(a) where, on some or all of the ASX Business Days in the relevant VWAP Period,
Ordinary Shares have been quoted on ASX as cum dividend or cum any other
distribution or entitlement and Capital Notes will be Converted into Ordinary Shares
after that date and those Ordinary Shares will no longer carry that dividend or that
other distribution or entitlement, then the VWAP on the ASX Business Days on which
those Ordinary Shares have been quoted cum dividend or cum any other distribution
or entitlement will be reduced by an amount ("Cum Value") equal to:
(i) in the case of a dividend or other distribution, the amount of that dividend or
other distribution including, if the dividend or distribution is franked, the

61



amount that would be included in the assessable income of a recipient of the
dividend or distribution who is a natural person resident in Australia under the
Tax Act;
(ii) in the case of any other entitlement that is not a dividend or other distribution
under Condition 9.2(a)(i) which is traded on ASX on any of those ASX
Business Days, the volume weighted average price of all such entitlements
sold on ASX during the VWAP Period on the ASX Business Days on which
those entitlements were traded (excluding trades of the kind that would be
excluded in determining VWAP under the definition of that term); or
(iii) in the case of any other entitlement which is not traded on ASX during the
VWAP Period, the value of the entitlement as reasonably determined by
Westpac;
(b) where, on some or all of the ASX Business Days in the VWAP Period, Ordinary
Shares have been quoted as ex dividend or ex any other distribution or entitlement,
and Capital Notes will be Converted into Ordinary Shares which would be entitled to
receive the relevant dividend, distribution or entitlement, the VWAP on the ASX
Business Days on which those Ordinary Shares have been quoted ex dividend or ex
any other distribution or entitlement will be increased by the Cum Value; and
(c) any adjustment made by Westpac in accordance with Condition 9.2 will be effective
and binding on Holders under these Conditions and these Conditions will be construed
accordingly.
9.3 Adjustments to VWAP for capital reconstruction
(a) Where during the relevant VWAP Period there is a change to the number of Ordinary
Shares on issue because the Ordinary Shares are reconstructed, consolidated,
divided or reclassified (in a manner not involving any cash payment (or the giving of
any other form of consideration) to or by holders of Ordinary Shares)
("Reclassification") into a lesser or greater number, the daily VWAP for each day in
the VWAP Period which falls before the date on which trading in Ordinary Shares is
conducted on a post Reclassification basis will be adjusted by multiplying such daily
VWAP by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares immediately before the
Reclassification; and
B means the aggregate number of Ordinary Shares immediately after the
Reclassification.
(b) Any adjustment made by Westpac in accordance with Condition 9.3(a) will be effective
and binding on Holders under these Conditions and these Conditions will be construed
accordingly.
(c) Each Holder acknowledges that Westpac may consolidate, divide or reclassify
Ordinary Shares so that there is a lesser or greater number of Ordinary Shares at any
time in its absolute discretion without any such action requiring any consent or
concurrence of any Holders.

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9.4 Adjustments to Issue Date VWAP generally
For the purposes of determining the Issue Date VWAP under Condition 9.1, adjustments will
be made in accordance with Condition 9.2 and Condition 9.3 during the period in which the
Issue Date VWAP is determined. On and from the Issue Date, adjustments to the Issue Date
VWAP:
(a) may be made by Westpac in accordance with Conditions 9.5 to 9.7 (inclusive);
(b) if so made, will correspondingly affect the application of the Scheduled Conversion
Conditions and the Optional Conversion Restriction and cause an adjustment to the
Maximum Conversion Number; and
(c) if so made, will be effective and binding on Holders under these Conditions and these
Conditions will be construed accordingly.
9.5 Adjustments to Issue Date VWAP for bonus issues
(a) Subject to Conditions 9.5(b) and 9.5(c), if at any time on or from the Issue Date
Westpac makes a pro-rata bonus issue of Ordinary Shares to holders of Ordinary
Shares generally (in a manner not involving any cash payment (or the giving of any
other form of consideration) to or by holders of Ordinary Shares), the Issue Date
VWAP will be adjusted immediately in accordance with the following formula:
V = Vo x RD
(RD + RN)
where:
V means the Issue Date VWAP applying immediately after the application of this
formula;
Vo means the Issue Date VWAP applying immediately prior to the application of this
formula;
RD means the number of Ordinary Shares on issue immediately prior to the allotment
of new Ordinary Shares pursuant to the bonus issue; and
RN means the number of Ordinary Shares issued pursuant to the bonus issue.
(b) Condition 9.5(a) does not apply to Ordinary Shares issued as part of a bonus share
plan, employee or executive share plan, executive option plan, share top up plan,
share purchase plan or a dividend reinvestment plan.
(c) For the purposes of this Condition 9.5, an issue will be regarded as a bonus issue
notwithstanding that Westpac does not make offers to some or all holders of Ordinary
Shares with registered addresses outside Australia, provided that in so doing Westpac
is not in contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made under this Condition 9.5 for any
offer of Ordinary Shares not covered by Condition 9.5(a), including a rights issue or
other essentially pro rata issue.
(e) The fact that no adjustment is made for an issue of Ordinary Shares except as
covered by Condition 9.5(a) shall not in any way restrict Westpac from issuing
Ordinary Shares at any time on such terms as it sees fit nor require any consent or
concurrence of any Holders.

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9.6 Adjustments to Issue Date VWAP for capital reconstruction
(a) If at any time on or from the Issue Date there is a change to the number of Ordinary
Shares on issue because of a Reclassification (in a manner not involving any cash
payment (or the giving of any other form of consideration) to or by holders of Ordinary
Shares) into a lesser or greater number, the Issue Date VWAP will be adjusted by
multiplying the Issue Date VWAP applicable on the ASX Business Day immediately
before the date of any such Reclassification by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares on issue immediately before the
Reclassification; and
B means the aggregate number of Ordinary Shares on issue immediately after the
Reclassification.
(b) Each Holder acknowledges that Westpac may consolidate, divide or reclassify
securities so that there is a lesser or greater number of Ordinary Shares at any time in
its absolute discretion without any such action requiring any consent or concurrence of
any Holders.
9.7 No adjustment to Issue Date VWAP in certain circumstances
Despite the provisions of Conditions 9.5 and 9.6, no adjustment will be made to the Issue Date
VWAP where any such adjustment (rounded to the nearest full cent, with A$0.005 being
rounded upwards) would be less than one percent of the Issue Date VWAP then in effect.
9.8 Announcement of adjustments to Issue Date VWAP
Westpac will notify any adjustment to the Issue Date VWAP under this Condition 9 to the
Registrar and Holders within 10 ASX Business Days of Westpac determining the adjustment
and the adjustment will be final and binding.
9.9 Status and listing of Ordinary Shares
(a) Ordinary Shares issued or arising from Conversion will rank equally with, and will have
the same rights as, all other fully paid Ordinary Shares provided that the rights
attaching to the Ordinary Shares issued or arising from Conversion do not take effect
until 5:00pm (Sydney time) on the Conversion Date (or such other time required by
APRA). The Holders agree not to trade Ordinary Shares issued upon Conversion
(except as permitted by the Corporations Act, other applicable laws, the ASX Listing
Rules or any listing rules of any competent listing authority, stock or securities
exchange and/or quotation system on which the Ordinary Shares are admitted to
listing, trading and/or quotation) until Westpac has taken such steps as are required
by the Corporations Act, other applicable laws, the ASX Listing Rules or any listing
rules of any competent listing authority, stock or securities exchange and/or quotation
system on which the Ordinary Shares are admitted to listing, trading and/or quotation,
as applicable, for the Ordinary Shares to be freely tradable without further disclosure
or other action and agree to allow Westpac to impose a holding lock or to refuse to
register a transfer in respect of Ordinary Shares until such time.
(b) Westpac will use all reasonable endeavours to list the Ordinary Shares issued on
Conversion of the Capital Notes on the ASX and to take all such actions necessary for

64



the Ordinary Shares so issued to become freely tradeable without further disclosure or
other action as referred to in Condition 9.9(a) above.
9.10 Conversion where the Holder does not wish to receive Ordinary Shares or is an
Ineligible Holder
(a) If Capital Notes are required to be Converted and the Holder is the operator of the
Austraclear System or a nominee for a common depository for the Austraclear System
(such operator or nominee for a common depository acting in such capacity as is
specified in the rules and regulations of the Austraclear System), then, with effect from
the Conversion Date, the Holder’s rights in relation to each such Capital Note being
Converted shall be immediately and irrevocably terminated and Westpac will issue the
relevant aggregate Conversion Number of Ordinary Shares due to such Holder in
uncertificated form through Westpac’s Ordinary Share registry provider to the Sale
Agent for no additional consideration to hold on trust for sale for the benefit of the
participants in the Austraclear System who held the corresponding Capital Notes
through the Austraclear System immediately prior to Conversion (“Austraclear
System Participants”). An Austraclear System Participant will be entitled to receive
Ordinary Shares (or the proceeds of the sale of Ordinary Shares) in accordance with
this Condition 9.10.
(b) Where Ordinary Shares are issued to the Sale Agent in accordance with
Condition 9.10(a), an Austraclear System Participant may, no later than the date
specified in the Supplement (“Austraclear System Cut-off Date”), provide to
Westpac or, if appointed, the Sale Agent:
(i) its name and address for entry into any register of title and receipt of any
certificate or holding statement in respect of any Ordinary Shares issued on
Conversion;
(ii) the Holder’s security account details in CHESS or such other account to which
the Ordinary Shares issued on Conversion are to be credited; and
(iii) such other information as is reasonably requested by Westpac,
and, if it does so, the Austraclear System Participant must make arrangements to
transfer the relevant number of Capital Notes held by it through the Austraclear
System immediately prior to Conversion to Westpac (or Westpac’s nominee) in
accordance with accepted market practice, and the rules and regulations of the
Austraclear System or in such other manner that is, in the opinion of Westpac, fair and
reasonable. Westpac and the Sale Agent will, as soon as possible thereafter and
without delay on the part of Westpac or the Sale Agent, take any appropriate
procedural steps to record the transfer of the relevant Ordinary Shares to the
Austraclear System Participant, including updating the Ordinary Share register.
(c) If an Austraclear System Participant:
(i) fails to provide the information required by Condition 9.10(b) by the
Austraclear System Cut-off Date;
(ii) notifies Westpac that it does not wish to receive Ordinary Shares on or prior to
the Austraclear System Cut-off Date; or

65



(iii) would be an Ineligible Holder if the Austraclear System Participant’s name had
been entered in a Capital Notes Register as the owner of the corresponding
Capital Notes immediately prior to Conversion,
then, with effect from the Austraclear System Cut-off Date, the Austraclear System
Participant will cease to be entitled to receive Ordinary Shares in relation to each
corresponding Capital Note which was Converted and at the first opportunity to sell
the Ordinary Shares after the Conversion Date, the Sale Agent will arrange for their
sale and pay the net proceeds received after deducting any applicable brokerage,
stamp duty and other taxes (including, without limitation, FATCA Withholding) and
charges to the Austraclear System Participant.
(d) If Capital Notes of a Holder are required to be Converted and:
(i) the Holder has notified Westpac that it does not wish to receive Ordinary
Shares as a result of Conversion, which notice may be given at any time on or
after the Issue Date and no less than 15 Business Days prior to the
Conversion Date;
(ii) the Holder is an Ineligible Holder;
(iii) for any reason (whether or not due to the fault of the Holder), Westpac has not
received the information required by Condition 9.1(d) prior to the Conversion
Date and the lack of such information would prevent Westpac from issuing the
Ordinary Shares to the Holding on the Conversion Date; or
(iv) FATCA Withholding is required to be made in respect of the Ordinary Shares
issued upon Conversion,
then, on the Conversion Date, all of the Holder’s rights in relation to each such Capital
Note being Converted are immediately and irrevocably terminated (including to
Distributions other than the Distribution, if any, payable on a date when Conversion is
required that is not a Capital Trigger Event Date or a Non-Viability Trigger Event Date)
and Westpac will issue the Conversion Number of Ordinary Shares to the Sale Agent
for no additional consideration to hold on trust for sale for the benefit of the relevant
Holder. At the first opportunity to sell the Ordinary Shares, the Sale Agent will arrange
for their sale at market value and pay the proceeds, less selling costs, brokerage,
stamp duty and other taxes (including, without limitation, FATCA Withholding) and
charges, to the relevant Holder, in each case arising in connection with the issuance
or sale of such Ordinary Shares, and the Sale Agent shall use the proceeds from such
sale to pay any such fees, duties, taxes, charges and any FATCA Withholding arising
in connection with such issuance or sale.
Westpac 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 Conversion Date.
(e) If Conversion under this Condition 9.10 is occurring because of the occurrence of a
Capital Trigger Event or Non-Viability Trigger Event and the Conversion fails to take
effect under Conditions 5.2 or 5.4 or does not occur for any other reason and the
Ordinary Shares are not issued to the Sale Agent for any reason in respect of such
Conversion by 5:00pm on the fifth ASX Business Day after the Capital Trigger Event
Date or Non-Viability Trigger Event Date, then:

66



(i) such Capital Notes or percentage of the Outstanding Principal Amount of
Capital Notes will not be Converted in respect of such Capital Trigger Event
Date or Non-Viability Trigger Event Date (as the case may be) and will not be
Converted, Redeemed or Transferred under these Conditions on any
subsequent date; and
(ii) the relevant Holders’ rights (including to payment of Distributions and
Outstanding Principal Amount and any other payments) in relation to such
Capital Notes or percentage of the Outstanding Principal Amount of Capital
Notes are immediately and irrevocably terminated and such termination will be
taken to have occurred immediately upon the Capital Trigger Event Date or
Non-Viability Trigger Event Date, as the case may be.
(f) The provisions of this Condition 9.10 will not impede the immediate Conversion or
Write-off of the relevant number of Capital Notes or percentage of the Outstanding
Principal Amount of each Capital Note (as the case may be).
9.11 Final Distribution
For the avoidance of doubt, Conversion or Write-off may occur even if Westpac, in its absolute
discretion, does not pay a Distribution for the final Distribution Period.
9.12 Conversion or Write-off after Winding Up commences
If before the Conversion Date a Winding Up commences, then Conversion will not occur and
Condition 2 will apply, except where Conversion or Write-off is required for a Capital Trigger
Event or Non-Viability Trigger Event (in which case such Conversion or Write-off shall occur in
accordance with Conditions 5.2 and 5.4 (as applicable) and Conditions 5.7 and 5.8).
9.13 Conversion or Write-off of a percentage of Outstanding Principal Amount
If under these Conditions it is necessary to Convert or Write-off a percentage of the
Outstanding Principal Amount, this Condition 9 will apply to the Conversion or Write-off as if
references to the Outstanding Principal Amount were references to the relevant percentage of
the Outstanding Principal Amount to be Converted or Written-off multiplied by the Outstanding
Principal Amount and references to the Capital Note(s) were references to the percentage of
the Outstanding Principal Amount of the Capital Note(s) to be Converted or Written-off.
9.14 Consent to receive Ordinary Shares and other acknowledgements
Subject to any Write-off required in accordance with Condition 5.8, each Holder by its
purchase or holding of a Capital Note shall be taken to have irrevocably:
(a) upon receipt of the Conversion Number of Ordinary Shares following Conversion of
Capital Notes in accordance with Conditions 4, 5 or 6 consents to becoming a
member of Westpac and agrees to be bound by the constitution of Westpac, in each
case in respect of Ordinary Shares issued on Conversion;
(b) acknowledges and agrees that, unless (x) it has given notice in accordance with
Condition 9.10 that it does not wish to receive Ordinary Shares as a result of
Conversion, (y) it is an Ineligible Holder, or (z) it has not satisfied the requirements of
Condition 9.10 to receive Ordinary Shares, it is obliged to accept Ordinary Shares of
Westpac on Conversion notwithstanding anything that might otherwise affect a
Conversion of Capital Notes including:

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(i) any change in the financial position of Westpac since the issue of the Capital
Notes;
(ii) any disruption to the market or potential market for Ordinary Shares or capital
markets generally; or
(iii) any breach by Westpac of any obligation in connection with the Capital
Notes;
(c) acknowledges and agrees that:
(i) Conversion is not subject to any conditions other than those expressly
provided for in these Conditions;
(ii) subject to any conditions, Conversion must occur immediately on the
Conversion Date and that may result in disruption or failures in trading or
dealings in the Capital Notes;
(iii) it will not have any rights to vote in respect of any Conversion; and
(iv) notwithstanding Condition 9.9, Ordinary Shares issued on Conversion may
not be quoted at the time of Conversion or at all;
(d) acknowledges and agrees that where Condition 5.8 applies, no other conditions or
events will affect the operation of that Condition and it will not have any rights to vote
in respect of any Write-off under that Condition;
(e) acknowledges and agrees that it has no right to request that Westpac Convert Capital
Notes;
(f) acknowledges and agrees that it has no remedies on account of the failure of
Westpac to issue Ordinary Shares in accordance with Conditions 5.2 or 5.4 other
than, subject to Condition 5.8, to seek specific performance of Westpac’s obligation to
issue Ordinary Shares; and
(g) acknowledges and agrees that:
(i) there are two methods of loss absorption under the Conditions:
(A) Conversion, subject to possible Write-off in accordance with
Condition 5.8; or
(B) Write-off without Conversion in accordance with Condition 5.8; and
(ii) unless the applicable Supplement specifies otherwise, the primary method of
loss absorption will be Conversion, subject to possible Write-off in
accordance with Condition 5.8.
10 Title and transfer of Capital Notes
10.1 Effect of entries in Capital Notes Register
Each entry in the Capital Notes Register of a person as a Holder constitutes:
(a) conclusive evidence of that person’s:
(i) absolute ownership of those Capital Notes; and
(ii) entitlement to the other benefits given to Holders under these Conditions in
respect of Capital Notes; and

68



(b) an undertaking by Westpac to pay a Distribution and any other amount in accordance
with these Conditions,
subject to correction of the Capital Notes Register for fraud or error.
10.2 Certificates
No certificates or other evidence of title will be issued by or on behalf of Westpac to evidence
title to a Capital Notes unless Westpac determines that certificates should be made available
or it is required to do so pursuant to any applicable law or directive.
10.3 Austraclear acknowledgement
Where Austraclear is recorded in a Capital Notes Register as the Holder, each person in
whose Security Record (as defined in the Austraclear Regulations) a Capital Note is recorded
is deemed to acknowledge in favour of the Registrar, Westpac and Austraclear that:
(a) the Registrar’s decision to act as the Registrar of that Capital Note is not a
recommendation or endorsement by the Registrar or Austraclear in relation to that
Capital Note but only indicates that such Capital Note is considered by the Registrar to
be compatible with the performance by it of its obligations as Registrar under the
Agency and Registry Agreement; and
(b) the Holder does not rely on any fact, matter or circumstance contrary to
Condition 10.3(a).
10.4 Non-recognition of interests
Except as required by law, Westpac and the Registrar must treat the person whose name is
entered in the Capital Notes Register as a Holder as the absolute owner of that Capital Notes.
This Condition applies despite any notice of ownership, trust or interest in that Capital Notes.
10.5 Joint Holders
Where two or more persons are entered in the Capital Notes Register as joint Holders, they
are taken to hold those Capital Notes as joint tenants with rights of survivorship but the
Registrar is not bound to register more than three persons as joint Holders of any Capital
Notes.
10.6 Limit on transfer – compliance with law
Unless otherwise specified in the Supplement, Capital Notes may only be transferred if:
(a) the aggregate consideration payable at the time of the transfer is a minimum amount
of A$500,000 (disregarding any moneys lent by the transferor or its associates to the
transferee) or the Capital Notes are otherwise transferred in a manner that does not
require disclosure to be made under Parts 6D.2 or 7.9 of the Corporations Act;
(b) the transfer is not to a “retail client” as defined for the purposes of section 761G of the
Corporations Act;
(c) such action does not require any document to be lodged with ASIC; and
(d) the transfer is in compliance with all applicable laws or directives of the jurisdiction in
which the transfer takes place.
10.7 Transfer procedure
(a) Unless Capital Notes are lodged in the Austraclear System, application for the transfer
of Capital Notes must be made by the lodgement of a transfer form with the Registrar.

69



Transfer forms are available from the Registrar. Each form must be accompanied by
such evidence (if any) as the Registrar may require to prove the title of the transferor
or the transferor’s right to transfer the Capital Note and be signed by both the
transferor and the transferee.
(b) Capital Notes entered into the Austraclear System will be transferable only in
accordance with the rules and regulations of the Austraclear System.
(c) Title to Capital Notes passes when details of the transfer are entered in the Capital
Notes Register. Transfers will not be registered during the period from the Record
Date until the calendar day after the relevant date for payment.
(d) Capital Notes may be transferred in whole but not in part.
(e) Where the transferor executes a transfer of less than all Capital Notes of the relevant
Tranche or Series registered in its name, and the specific Capital Notes to be
transferred are not identified, the Registrar may (subject to the limit on minimum
holdings) register the transfer in respect of such of the Capital Notes of the relevant
Tranche or Series registered in the name of the transferor as the Registrar thinks fit,
provided the aggregate Outstanding Principal Amount of the Capital Notes registered
as having been transferred equals the aggregate Outstanding Principal Amount of the
Capital Notes expressed to be transferred in the transfer.
(f) Transfers will be registered without charge provided taxes, duties or other
governmental charges (if any) imposed in relation to the transfer have been paid.
(g) The Holder is responsible for any stamp duty or other similar taxes which are payable
in any jurisdiction in connection with a transfer, assignment or other dealing with
Capital Notes.
(h) Upon registration and entry of the transferee in the Capital Notes Register, the
transferor ceases to be entitled to future benefits under these Conditions in respect of
the transferred Capital Notes.
(i) Subject to applicable laws and, in relation to Capital Notes entered into the
Austraclear System, the rules and regulations of the Austraclear System, Westpac
may determine that transfers of some or all Capital Notes will not be registered during
any period reasonably specified by it prior to the Conversion Date, Redemption Date
or Transfer Date of such Capital Notes.
10.8 Transmission
A person becoming entitled to Capital Notes as a consequence of the death, bankruptcy,
liquidation or a winding-up of a Holder or of a vesting order by a court or other body with
power to make the order, or a person administering the estate of a Holder, may, upon
providing evidence as to that entitlement or status, and if Westpac so requires an indemnity in
relation to the correctness of such evidence, as Westpac considers sufficient, become
registered as the Holder of those Capital Notes.
11 Payments
11.1 General
(a) All payments in respect of Capital Notes:

70



(i) must be made:
(A) in Australian Dollars; and
(B) free of any set off, deduction or counter claim except as required by
law or any agreement with a governmental authority;
(ii) are subject to applicable fiscal and other laws and the administrative practices
and procedures of fiscal and other authorities;
(iii) will be made in accordance with:
(A) the particulars recorded in the Capital Notes Register at 5:00pm on
the relevant Record Date; and
(B) these Conditions.
(b) If the date scheduled for any payment under these Conditions (other than a payment
made under Condition 9.1(b) in connection with the Conversion of Capital Notes
following a Capital Trigger Event or a Non-Viability Trigger Event) is not a Business
Day, then the date for payment will be adjusted in accordance with the Applicable
Business Day Convention (and without any additional interest or other payment in
respect of such delay).
(c) If payment (other than a payment made under Condition 9.1(b) in connection with the
Conversion of Capital Notes following a Capital Trigger Event or a Non-Viability
Trigger Event) is scheduled to be made to an account on a Business Day on which
banks are not open for general banking business in the city in which the account is
located, the Holder is not entitled to payment of such amount until the next Business
Day on which banks in such city are open for general banking business (and is not
entitled to any additional interest or other payment in respect of any such delay).
(d) For the purposes of any calculations required pursuant to these Conditions (unless
otherwise specified):
(i) all percentages resulting from such calculations shall be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point (with
halves being rounded up);
(ii) all figures resulting from such calculations shall be rounded to four decimal
places (with halves being rounded up); and
(iii) all amounts that fall due and payable shall be rounded to the nearest cent
(with halves being rounded up).
11.2 Payments to Holders
(a) Each payment in respect of a Capital Note will be made to the person that is recorded
in the Capital Notes Register as the Holder of that Capital Note on the Record Date for
that payment.
(b) When a Capital Note is held jointly, payment will be made to the holders in their joint
names unless requested otherwise.

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11.3 Method of payments
(a) Except as otherwise provided in the Supplement, payments in respect of each Capital
Note will be made:
(i) if the Capital Notes are in the Austraclear System, by crediting on the relevant
payment date the amount then due to the account of the Holder in accordance
with the Austraclear Regulations; or
(ii) if the Capital Notes are not in the Austraclear System, by crediting on the
relevant payment date an account nominated in writing by that Holder in
respect of that Capital Note to the Registrar. If the Holder has not notified
Westpac and the Registrar of such an account by close of business on the
relevant Record Date. the Registrar or Westpac may hold the amount payable
in a separate account of the Registrar or Westpac until the Holder or joint
Holder (as the case may be) nominates an account, without any obligation to
pay interest, and the amount so held is to be treated as having been paid to
the Holder or joint Holder at the time it is credited to that separate account of
the Agent or Westpac. A payment made by electronic transfer is for all
purposes taken to be made when Westpac or the Registrar gives an
irrevocable instruction for the making of that payment by electronic transfer,
being an instruction which would be reasonably expected to result, in the
ordinary course of banking business, in the relevant funds reaching the
account of the Holder on the same day as the day on which the instruction is
given.
(b) All amounts payable but unclaimed may be invested by Westpac as it thinks fit for the
benefit of Westpac until claimed or until required to be dealt with in accordance with
any law relating to unclaimed moneys.
(c) Westpac (or any person through whom payments are made), in its absolute discretion,
may withhold payment to a Holder where it is required to do so under any applicable
fiscal or other law or any administrative practice or procedure of any fiscal or other
authority (including any law prohibiting dealings with terrorist organisations or money
laundering, or any other type of sanction and any withholding or deduction arising
under or in connection with FATCA), or where it has reasonable grounds to suspect
that the Holder may be subject to any such law, administrative practice or procedure
or sanction or involved in acts of terrorism or money laundering, and may deal with
such payment and the Holder’s Capital Notes in accordance with such applicable law,
administrative practice or procedure or the requirements of any relevant government
or regulatory authority.
(d) Westpac shall not be liable for any costs or loss suffered by a Holder in exercising its
discretion under Condition 11.3(c), even where a Holder later demonstrates that they
were not subject to such law, administrative practice or procedure or sanction.
12 Taxation
12.1 Deductions
(a) Westpac or the Nominated Party, as applicable, may deduct or withhold any tax, duty,
assessment, levy, governmental charge or other amount from any Distribution or

72



amount payable upon Redemption or Transfer to the Nominated Party of any Capital
Note (or upon or with respect to the issuance of any Ordinary Shares upon any
Conversion), as required by law or any agreement with a governmental authority. If
any such deduction or withholding has been made and paid over to the relevant
governmental authority and the balance of the Distribution or other amount payable
has been paid (or, in the case of a Conversion, Ordinary Shares issued) to the
relevant Holder, then the full amount payable (or, in the case of a Conversion, the
Conversion Number of Ordinary Shares) to such Holder shall be deemed to have
been duly paid and satisfied (or, in the case of a Conversion, issued) by Westpac or
the Nominated Party, as applicable.
(b) Westpac or the Nominated Party, as applicable, shall pay the full amount required to
be deducted or withheld to the relevant governmental authority within the time allowed
for such payment without incurring any penalty under applicable law and shall, if
requested by any Holder, deliver to such Holder confirmation of such payment without
delay after it is received by Westpac or the Nominated Party, as applicable.
12.2 FATCA
Without limiting Condition 12.1, if any withholding or deduction arises under or in connection
with FATCA, Westpac will not be required to pay any further amounts on account of such
withholding or deduction or otherwise reimburse or compensate, or make any payment to, a
Holder for or in respect of any such withholding or deduction.
12.3 Tax File Number withholdings
(a) Westpac will, if required, withhold an amount from payment of Distributions on Capital
Notes at the highest marginal tax rate plus the highest Medicare levy if a Holder has
not supplied an appropriate tax file number, Australian business number or exemption
details.
(b) If a Holder supplies exemption details and Westpac subsequently determines that the
relevant exemption was not available, Westpac may recover the amount that should
have been deducted from the relevant Holder and may deduct that amount from any
subsequent payment due to that Holder in respect of Capital Notes.
13 Amendment of these Conditions
13.1 Amendment generally
No amendment to these Conditions is permitted without APRA’s prior written approval if such
amendment would impact, or potentially impact, the classification of the Capital Notes as
Additional Tier 1 Capital on a Level 1 or Level 2 basis.
13.2 Variation without consent
Subject to Condition 13.1, the Conditions and the Supplement may be amended by Westpac
(after consultation with the Programme Manager) and the Agency and Registry Agreement
may be amended by the parties thereto without the consent of any Holder:
(a) for the purposes of giving effect to any successor rate or alternative rate for the
Reference Rate or the BBSW Rate as provided in Conditions 3.4(b)(ii) and 3.4(b)(iii)
(respectively);

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(b) for the purposes of curing any ambiguity, or correcting or supplementing any defective
or inconsistent provisions therein or in any other manner which Westpac deems, or in
the case of the Agency and Registry Agreement, as the parties thereto deem,
necessary or desirable and which in the opinion of Westpac does not materially
adversely affect the rights of existing Holders; or
(c) for any other purpose, where the amendments apply prospectively and do not apply to
existing Holders.
13.3 Approval by Holders
Subject to Condition 13.1 and Condition 13.4, the Conditions, Supplement, the Agency and
Registry Agreement may otherwise be varied by Westpac with the approval of Holders by
Special Resolution. No other variation to the Conditions has effect in relation to the Holders
who hold Capitals Notes of a Series at the date of any amending deed, unless they otherwise
agree in writing. A variation will take effect in relation to all subsequent Holders of that Series
of Capital Notes. A variation which affects only a particular Series or Tranche of Capital Notes
may be approved solely by the Holders of such Series or Tranche.
13.4 Amendment for Approved Successor
(a) Subject to Condition 13.4(c), if:
(i) it is proposed that Westpac be replaced as the ultimate holding company of
the Westpac Group by an Approved Successor ("Replacement"); and
(ii) the Approved Successor agrees to expressly assume Westpac's obligations
under these Conditions by entering into a deed poll for the benefit of Holders
under which it agrees (among other things):
(A) to deliver Approved Successor Shares under all circumstances when
Westpac would have otherwise been obliged to deliver Ordinary
Shares on a Conversion, subject to the same terms and conditions of
these Conditions as amended by this Condition 13.4;
(B) to comply with the restriction in Condition 3.11 (with all appropriate
modifications) of these Conditions; and
(C) to use all reasonable endeavours and furnish all such documents,
information and undertakings as may be reasonably necessary in
order to procure quotation of the Approved Successor Shares issued
under these Conditions on the stock exchanges on which the other
Approved Successor Shares are quoted at the time of a Conversion,
Westpac may, with APRA's prior written approval, but without the authority, assent or
approval of Holders, give a notice (an "Approved Replacement Notice") to Holders
(which, if given, must be given as soon as practicable before the Replacement and in
any event no later than 10 ASX Business Days before the Replacement occurs)
specifying the amendments to these Conditions which will be made in accordance with
this Condition 13.4 to effect the substitution of the Approved Successor as the debtor
in respect of Capital Notes and the issuer of ordinary shares on Conversion.
An Approved Replacement Notice, once given, is irrevocable.

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(b) If Westpac gives an Approved Replacement Notice to Holders in accordance with
Condition 13.4(a), then with effect on and from the date specified in the Approved
Replacement Notice:
(i) the Approved Successor will assume all of the obligations of, and succeed to,
and be substituted for, and may exercise every right and power of, Westpac
under these Conditions (as may be amended from time to time) with the same
effect as if the Approved Successor had been named as Westpac in these
Conditions;
(ii) Westpac (or any corporation which has previously assumed the obligations of
Westpac) will be released from its liability under these Conditions;
(iii) references to Westpac in these Conditions will be taken to be references to
the Approved Successor and references to Ordinary Shares in these
Conditions will be taken to be references to Approved Successor Shares; and
(iv) such other amendments may be made to these Conditions as in Westpac's
reasonable opinion are necessary and appropriate to effect the substitution of
an Approved Successor as debtor in respect of Capital Notes and the issuer
of the Approved Successor Shares on Conversion in the manner
contemplated by these Conditions (including such amendment as is
necessary or expedient for the purposes of complying with the provisions of
Chapter 2L of the Corporations Act where the Approved Successor is not an
ADI).
(c) Where an amendment under Condition 13.4(b) results in Approved Successor Shares
being issued to Holders, each Holder agrees to become a member of the Approved
Successor immediately prior to the issue of the Approved Successor Shares and
appoints Westpac as its attorney as contemplated under Condition 14.9 to do all
things necessary or desirable to give effect to this Condition 13.4.
(d) Westpac must not issue an Approved Replacement Notice unless:
(i) the Approved Successor or another entity which is not a member of the
Westpac Group and approved by APRA subscribes for Ordinary Shares or
other capital instruments acceptable to APRA in such amount as may be
necessary, or take other steps acceptable to APRA to ensure that the capital
position of Westpac on a Level 1 and Level 2 basis as described in the
Prudential Standards will not be adversely affected, including, if required by
APRA or the Prudential Standards, undertaking any capital injection in relation
to Westpac to replace the Capital Notes; and
(ii) any capital injection carried out pursuant to Condition 13.4(d)(i) is:
(A) unconditional;
(B) occurs simultaneously with the substitution of the Approved
Successor; and
(C) of equal or better quality capital and at least the same amount as the
Capital Notes, unless otherwise approved by APRA in writing.

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(e) Nothing in this Condition 13.4 prevents Westpac from proposing, or limits, any scheme
of arrangement or other similar proposal that may be put to Holders or other members
of Westpac.
13.5 No other amendments
Except as described in Conditions 13.2, 13.3 and 13.4, no amendment to the Conditions,
Supplement or the Agency and Registry Agreement may be made without the prior written
consent and approval of Westpac and any amendment is subject to Condition 13.1.
13.6 Meanings
In this Condition "amend" includes modify, cancel, alter or add to, and "amendment" has a
corresponding meaning.
14 General
14.1 Not deposit liabilities or protected accounts
(a) Capital Notes are not deposit liabilities of Westpac nor protected accounts for the
purposes of the Banking Act or Financial Claims Scheme and are not subject to the
depositor protection provisions of the Banking Act.
(b) No member of the Westpac Group (other than Westpac) has any liability for Capital
Notes and neither Westpac nor any member of the Westpac Group guarantees
Capital Notes.
14.2 Further issues
Westpac reserves the right to issue:
(a) further Capital Notes or other securities which rank senior to, equally with or behind
existing Capital Notes, whether in respect to distributions, dividends, return of capital
on a Winding Up or otherwise.
(b) further Capital Notes having the same terms and conditions as the Capital Notes of
any Series in all respects (or in all respects except for their Issue Date, Issue Price
and first Distribution payment, if any, on them and/or their Denomination) so as to be
consolidated with and to form a single Series with the Capital Notes of that Series
(provided that the requirements of APRA for the Capital Notes to be eligible to be
treated as Additional Tier 1 Capital are met).
14.3 No set-off
Neither Westpac nor any Holder is entitled to set-off any amounts due in respect of the Capital
Notes against any amount of any nature owed by Westpac to the Holder or by the Holder to
Westpac (as applicable).
14.4 Meetings
The Deed Poll contains provisions for convening meetings of the Holders. Any such meeting
may consider any matters affecting the interests of Holders, including, without limitation, the
amendment of these Conditions and the granting of approvals, consents and waivers.
14.5 Notices
The Deed Poll contains provisions for the giving of notices.

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14.6 No other rights
Before Conversion, Capital Notes confer no rights on a Holder:
(a) to vote at, or receive notices of, any meeting of shareholders or members of Westpac;
(b) to subscribe for new securities or to participate in any bonus issues of securities of
Westpac; or
(c) to otherwise participate in the profits or property of Westpac, except as expressly set
out in these Conditions or in an applicable Supplement.
14.7 Ability to trade, buy-back or purchase
Westpac or any member of the Westpac Group may, to the extent permitted by applicable
laws and regulations and with APRA's prior written approval, at any time buy or sell Capital
Notes in the open market, by tender to all or some of the Holders, by private agreement or in
any other manner, at any price.
14.8 Waiver of immunity
Westpac irrevocably and unconditionally waives any objection it may now or in the future have
to the venue of any proceedings, and any claim it may now or in the future have that any
proceedings have been brought in an inconvenient forum, if that venue falls within
Condition 15.
14.9 Power of attorney
(a) Each Holder irrevocably appoints each of Westpac, its officers and any liquidator or
administrator of Westpac (each an "Attorney") severally to be the attorney of the
Holder with power in the name and on behalf of the Holder to sign all documents and
transfers and do any other thing as may in the Attorney’s opinion be necessary or
desirable to be done in order for the Holder to observe or perform the Holder’s
obligations under these Conditions.
(b) The power of attorney given in this Condition 14.9 is given for valuable consideration
and to secure the performance by the Holder of the Holder’s obligations under these
Conditions and is irrevocable.
14.10 Registrar
(a) In acting under the Agency and Registry Agreement in connection with the Capital
Notes, the Registrar acts solely as agent of Westpac and does not assume any
obligations towards or relationship of agency or trust for or with any of the Holders
save insofar as that any funds received by the Registrar in accordance with the
Agency and Registry Agreement shall, pending their application in accordance with
the Agency and Registry Agreement, be held by it in a segregated account which shall
be held for the benefit of the persons entitled thereto.
(b) Westpac reserves the right at any time to terminate the appointment of the Registrar in
accordance with the relevant Agency and Registry Agreement and to appoint a
successor or additional registrars, provided, however, that Westpac must at all times
maintain the appointment of a registrar with its specified office in Australia. Notice of
any such termination of appointment will be given to the Holders in accordance with
Condition 14.5.

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(c) If a then current Registrar ceases to be Registrar, Westpac must ensure that a
replacement Registrar is appointed with effect from the relevant date.
14.11 Calculation Agent
The Calculation Agent and its initial specified offices are as set out in the Supplement for the
Capital Notes issued by Westpac. Westpac reserves the right at any time to terminate the
appointment of the Calculation Agent or to appoint additional or other Calculation Agents
either generally or with respect to a Series of Capital Notes, provided that it will ensure that at
all times for so long as any Capital Notes are outstanding the Calculation Agent acts in respect
of Capital Notes for which the Conditions require a Calculation Agent to make calculations.
14.12 Time limit for claims
A claim against Westpac for a payment under a Capital Note is void unless made within 5
years from the date on which payment first became due.
15 Governing Law
These Conditions are governed by the laws of New South Wales, Australia. Each party
irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales, and
agrees that it will not object to the venue or claim that the relevant action or proceedings have
been brought in an inconvenient forum.
16 Interpretation and definitions
16.1 Interpretation
The following rules of interpretation apply in these Conditions unless the contrary intention
appears or the context otherwise requires.
(a) Definitions and interpretation under Westpac’s constitution will also apply to these
Conditions unless the contrary intention is expressed.
(b) Unless the context otherwise requires, if there is any inconsistency between the
provisions of these Conditions and Westpac’s constitution then, to the maximum
extent permitted by law, the provisions of these Conditions will prevail.
(c) In the event of any inconsistency between these Conditions and an applicable
Supplement, the applicable Supplement prevails.
(d) Unless otherwise specified, the Westpac Directors may exercise all powers of
Westpac under these Conditions as are not, by the Corporations Act or by Westpac’s
constitution, required to be exercised by Westpac in general meeting.
(e) Notices may be given by Westpac to a Holder in the manner prescribed by Westpac’s
constitution for the giving of notices to members of Westpac and the relevant
provisions of Westpac’s constitution apply with all necessary modification to notices to
Holders.
(f) Unless otherwise specified, a reference to a Condition is a reference to a Condition of
these Conditions as amended, supplemented, modified or replaced by the
Supplement and to a document (including the Information Memorandum) includes any
variation or replacement of it.
(g) A reference to principal in respect of a Capital Note includes as applicable:

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(i) the Outstanding Principal Amount of the Capital Note; and
(ii) any premium and any amounts in the nature of principal which may be
payable by Westpac under or in respect of the Capital Note.
(h) Terms which are defined in the Supplement as having a defined meaning have the
same meaning when used in these Conditions but if the Supplement gives no
meaning or specifies that the definition is “Not Applicable”, then that definition is not
applicable to the Capital Notes.
(i) A “law” includes common law, principles of equity and any law made by any
parliament (and a law made by a parliament includes any regulation or other
instrument under it, and any consolidation, amendment, re-enactment or replacement
of it).
(j) A “directive” includes a treaty, official directive, request, regulation, guideline or policy
(whether or not in any such case having the force of law) with which responsible
participants in the relevant market generally comply.
(k) The word “person” includes a firm, body corporate, an unincorporated association or
an authority.
(l) If a calculation is required under these Conditions, unless the contrary intention is
expressed, the calculation will be rounded to four decimal places.
(m) If a payment is required to be made under these Conditions, unless the contrary
intention is expressed, the payment will be made in Australian Dollars only.
(n) Any provisions which refer to the requirements of APRA or any other prudential
regulatory requirements will apply to Westpac only if Westpac is an entity, or the
holding company of an entity, subject to regulation and supervision by APRA at the
relevant time.
(o) Any provisions in these Conditions requiring the prior written approval by APRA for a
particular course of action to be taken by Westpac do not imply that APRA has given
its consent or approval to the particular action as of the Issue Date.
(p) The terms takeover bid, relevant interest, scheme of arrangement, buy-back and on-
market buy-back when used in these Conditions have the meaning given in the
Corporations Act.
(q) Headings and boldings are for convenience only and do not affect the interpretation of
these Conditions.
(r) The singular includes the plural and vice versa.
(s) The operation of Conditions 5 and 9 is not affected by any other provision of the
Conditions, including the Business Day Convention.
(t) Unless otherwise specified, a reference to time in these Conditions is a reference to
Sydney, New South Wales, Australia time.
(u) Calculations, elections and determinations made by Westpac under these Conditions
are binding on Holders in the absence of manifest error.
(v) If any provision of these Conditions is prohibited or unenforceable in its terms but
would not be prohibited or unenforceable if it were read down, and is capable of being