Westpac Capital Notes 7 Prospectus and Westpac Capital Notes 3 Reinvestment Offer Information

Issuer Date of this Prospectus Westpac Banking Corporation 13 November 2020 ABN 33 007 457 141

Arranger Joint Lead Managers Co-Managers Westpac Institutional Bank Westpac Institutional Bank Bell Potter Securities Limited ANZ Securities Limited Citigroup Global Markets Australia Pty Limited Commonwealth Bank of Australia E&P Corporate Advisory Pty Limited Morgans Financial Limited Ord Minnett Limited Shaw and Partners Limited

CAUTION – Westpac Capital Notes 7 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors. Their complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain professional advice. Restrictions in foreign jurisdictions Important notices This Offer is being made in Australia only and this Prospectus does not constitute an offer in any jurisdiction in which, or to any person to whom, About this Prospectus it would not be lawful to make such an offer. No action has been taken to This Prospectus relates to the offer of Westpac Capital Notes 7 (“Notes”) at register or qualify the Notes or the Offer or to otherwise permit a public an Issue Price of $100 each to raise approximately $1.4 billion with the ability offering of the Notes in any jurisdiction outside Australia. The distribution to raise more or less. of this Prospectus (including an electronic copy) in jurisdictions outside The Westpac Capital Notes 7 offered under this Prospectus are designated as Australia may be restricted by law. Series 2020-1. You should read the foreign selling restrictions (including, in particular, the This Prospectus is dated 13 November 2020 and was lodged with the restrictions in the United States and on US Persons) in Section 7.13. If you Australian Securities and Investments Commission (“ASIC”) on that date. come into possession of this Prospectus in jurisdictions outside Australia, This is a replacement prospectus which replaces the prospectus dated 4 you should seek advice on, and observe, any such restrictions. If you fail November 2020 and lodged with ASIC on that date (“Original Prospectus”). to comply with such restrictions that failure may constitute a violation of ASIC and ASX Limited (“ASX”) take no responsibility for the content of this applicable securities laws. Prospectus nor for the merits of the investment to which this Prospectus relates. This Prospectus expires on the date which is 13 months after the date Exposure period of the Original Prospectus (“Expiry Date”) and no Notes will be issued or The Corporations Act prohibits the acceptance of Applications during the transferred on the basis of this Prospectus after the Expiry Date. seven day period after the date the Original Prospectus was lodged with ASIC. This period is referred to as the “exposure period”. The purpose of the Status of Westpac Capital Notes 7 exposure period was to enable the Original Prospectus to be examined by Westpac Capital Notes 7 are fully paid, non-cumulative, convertible, market participants before the Opening Date. transferable, redeemable, subordinated1, perpetual, unsecured notes issued by Westpac. How to access a Prospectus and Apply The Prospectus will only be available via the Offer website at The Notes are not deposit liabilities or protected accounts of Westpac www.westpac.com.au/westpaccapnotes7. for the purposes of the Banking Act or Financial Claims Scheme and are not subject to the depositor protection provisions of Australian banking During the Offer Period: legislation (including the Australian Government guarantee of certain bank • Eligible Westpac Capital Notes 3 Holders may apply for Notes by deposits). following the Reinvestment Application instructions via the Offer website at www.westpac.com.au/westpaccapnotes7; Investment-type products are subject to investment risk, including possible delays in payment and loss of income and principal invested. Except as • Eligible Securityholders may apply for Notes by following the required by law, and only to the extent so required, neither Westpac nor Securityholder Application instructions via the Offer website at any other person in any way warrants or guarantees the capital value or www.westpac.com.au/westpaccapnotes7; and performance of the Notes, the performance of Westpac or any particular • Broker Firm Applicants can access a copy of this Prospectus, including rate of return on any investment made under this Prospectus. If a Capital a Broker Firm Application Form, by downloading an electronic copy at Trigger Event or Non-Viability Trigger Event occurs, Westpac will be required www.westpac.com.au/westpaccapnotes7 or from their Syndicate Broker. to Convert some or all of the Notes (or, where Conversion does not occur for any reason and Ordinary Shares are not issued for any reason by 5.00pm The Prospectus is only available electronically to persons accessing on the fifth Business Day after the Capital Trigger Event Conversion Date and downloading it in Australia. If you access an electronic copy of this or Non-Viability Trigger Event Conversion Date (as the case may be), then: Prospectus, you should ensure that you download and read the entire (i) those Notes will not be Converted in respect of such Capital Trigger Prospectus. Event or Non-Viability Trigger Event (as the case may be) and will not be The Corporations Act prohibits any person from passing the Broker Firm Converted, Redeemed or Transferred on any subsequent date; (ii) all rights in Application Form on to another person unless it is attached to the complete relation to those Notes will be terminated immediately on the Capital Trigger and unaltered electronic version of this Prospectus. Event Conversion Date or Non-Viability Trigger Event Conversion Date (as For information on who is eligible to apply for any Notes under the Offer and the case may be); and (iii) Holders will suffer loss as a consequence). how to make an Application – see Section 8 and the Broker Firm Application If Conversion occurs in these circumstances, Holders may (in the case of a Form or the online Reinvestment Application instructions or online Capital Trigger Event) and are likely to (in the case of a Non-Viability Trigger Securityholder Application instructions (as applicable). Event) receive Ordinary Shares that are worth significantly less than the Face Value of the Notes. If Holders receive Ordinary Shares worth less than the No withdrawal of Application Face Value of the Notes, they will suffer loss as a consequence. You cannot withdraw your Application once it has been lodged, except as permitted under the Corporations Act. Defined words and expressions Some words and expressions used in this Prospectus are capitalised as Refunds they have defined meanings. The Glossary in Appendix A and clause 16.2 of If you are Allocated less than the number of Notes that you applied for, you the Westpac Capital Notes 7 Terms in Appendix B define these words and will receive a refund as soon as possible after the Issue Date. If the Offer expressions. does not proceed, any Application Payment you have made will be refunded A reference to time in this Prospectus is to Sydney time, unless otherwise to you. No interest will be payable on Application Payments. stated. A reference to $, A$, dollars and cents is to Australian currency, unless otherwise stated. Trading in Westpac Capital Notes 7 It is your responsibility to determine your Allocation before trading in No representations other than in this Prospectus Notes to avoid the risk of selling Notes you do not own. To assist you in You should rely only on information in this Prospectus. No person is determining your Allocation before the receipt of your Holding Statement, authorised to provide any information or to make any representations in you may call the Westpac Capital Notes 7 Information Line (Monday connection with the Offer which are not contained in this Prospectus. Any to Friday, 8.30am to 5.30pm, Sydney time) on 1300 668 378 (within information or representations not contained in this Prospectus may not be Australia) and +61 1300 668 378 (from outside Australia) if you are an relied upon as having been authorised by Westpac in connection with the Eligible Securityholder, or contact your Syndicate Broker if you are a Broker Offer. Firm Applicant. If you sell Notes before you receive confirmation of your Allocation, you do so at your own risk. Past performance information The financial information provided in this Prospectus is for information Providing personal information purposes only and is not a forecast of operating results to be expected You will be asked to provide personal information to Westpac (directly or via in future periods. Past performance is not a reliable indication of future its agents, including the Registrar) if you apply for any Notes. See Section 7.14 performance. for information on how Westpac (and its agents, including the Registrar on its This Prospectus does not provide investment advice – you should seek your behalf) collects, holds and uses this personal information. You can also obtain own professional investment advice a copy of Westpac’s privacy policy at www.westpac.com.au/privacy. The information in this Prospectus is not investment advice and has Incorporation by reference been prepared without taking into account your investment objectives, Information contained in or accessible through the documents or websites financial situation and particular needs (including financial and taxation mentioned in this Prospectus does not form part of this Prospectus unless considerations) as an investor. You should consider the appropriateness it is specifically stated that the document or website is incorporated by of the Notes having regard to these factors before deciding to apply for reference and forms part of this Prospectus. any Notes. It is important that you read the entire Prospectus (including the investment risks described in Sections 1.5 and 5) and seek professional investment advice from your financial adviser or other professional adviser before deciding whether to apply for any Notes. Except for any liability which cannot be excluded by law, each Joint Lead Manager and its respective directors, officers, employees and advisers expressly disclaims and does not accept any liability for the contents of this Prospectus, the Notes or the Offer. This Prospectus also contains information in relation to (amongst other things) the Reinvestment Offer. Neither Westpac nor any other person is providing any investment advice or making any recommendation to Eligible Westpac Capital Notes 3 Holders in respect of the Reinvestment Offer.

Note: 1. See Sections 1.4 and 2.7 for a description of how the Notes will rank in a Winding Up. 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 1 2 3 4 18 74 87 38 93 45 54 80 127 105 Inside back cover Inside front cover Inside front Applying for Westpac Capital Notes 7 Notes Capital Westpac Applying for Australian tax summary Australian Other information Investment risks Investment Reinvestment Offer for Westpac Capital Notes 3 Capital Notes Westpac for Offer Reinvestment About Westpac Investment overview Investment 7 Capital Notes about Westpac Information Corporate Directory Corporate Broker Firm Application Form Firm Application Broker Appendix A - Glossary 7 Terms Capital Notes Appendix B - Westpac 8. 6. 7. 5. 3. 4. 1. 2. Key dates Key Important notices investors retail for Guidance Table of contents Table Westpac Capital Notes 7

Guidance for retail investors

1. Read this • If you are considering applying for any Notes under the Offer, this Prospectus is important and Prospectus in should be read in its entirety (including the “Westpac Capital Notes 7 Terms” in Appendix B). full • You should have particular regard to the: –– “Investment overview” in Section 1; –– “Information about Westpac Capital Notes 7” in Section 2; –– “Reinvestment Offer for Westpac Capital Notes 3” in Section 3; and –– “Investment risks” in Section 5. • In considering whether to apply for any Notes, it is important to consider all risks and other information regarding an investment in the Notes in light of your particular investment objectives and circumstances. • Westpac Capital Notes 7 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors. Their complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.

2. Speak to your • You should seek professional advice from your stockbroker, solicitor, accountant or other professional independent and qualified professional adviser about the Offer. adviser • ASIC has published guidance on how to choose a professional adviser on its MoneySmart website. You can also search ‘choosing a financial adviser’ at www.moneysmart.gov.au.

3. Consider the • Further guidance on investing in bank hybrid securities can be found on ASIC’s MoneySmart ASIC guidance website at www.moneysmart.gov.au or via a link at www.westpac.com.au/westpaccapnotes7. for retail • A free copy of the ASIC guidance may also be obtained by calling ASIC on 1300 300 630 investors (from within Australia) or +61 3 5177 3988 (from outside Australia).

4. Learn more • Westpac’s Guide to Bank Hybrids, a web-based guide to help investors understand some about of the typical features and risks associated with an investment in bank hybrid securities, is investing in available at www.westpac.com.au/bankhybridguide. The Guide to Bank Hybrids provides a bank hybrid brief overview of hybrid investments, including how to invest in an Australian bank and the securities typical features and risks of different types of bank hybrids. The Guide to Bank Hybrids may be helpful when you are considering an investment in the Notes.

5. Obtain further • Westpac is a disclosing entity for the purposes of the Corporations Act and, as a result, is information subject to regular reporting and disclosure obligations under the Corporations Act and the about ASX Listing Rules. In addition, Westpac must notify ASX immediately (subject to certain Westpac and exceptions) if it becomes aware of information about Westpac that a reasonable person would Westpac expect to have a material effect on the price or value of its securities, including the Notes. Capital • Copies of documents lodged with ASIC can be obtained from, or inspected at, an ASIC Notes 7 office and Westpac’s ASX announcements may be viewed at www.asx.com.au (ASX code WBC). Further information about Westpac, including Westpac’s half-yearly and annual financial reports, presentations and other investor information, can be obtained from www.westpac.com.au/investorcentre.

6. Use of • The value and availability of franking credits to you will depend on your particular franking circumstances and the tax rules that apply at the time of each Distribution. credits

7. Enquiries • If you have any questions in relation to the Offer, please call the Westpac Capital Notes 7 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 668 378 (within Australia) and +61 1300 668 378 (from outside Australia) (local call cost within Australia) or contact your financial adviser or other professional adviser.

2 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 3 12 March 2021 12 March 2021 12 March 12 March 2021 12 March 22 March 2021 22 March 2021 22 March 22 March 2021 22 March 22 March 2027 22 March 22 March 2029 22 March 28 October 2020 28 October 2020 28 October 7 December 2020 7 December 8 December 2020 8 December 4 December 2020 4 December 2020 4 December 2020 4 December 2020 4 December 4 December 2020 4 December 4 November 2020 4 November 2020 4 November 11 November 2020 11 November 13 November 2020 13 November 2020 13 November 2020 13 November 14 December 2020 14 December 22 December 2020 22 December 26 November 2020 26 November 26 November 2020 26 November 30 November 2020 30 November 30 November 2020 30 November 2020 30 November 5 on Non-Participating on Non-Participating 5 5 5 or Transfer the Notes or Transfer 3 , Redeem 1 2 4 Conversion of the Notes to Ordinary Shares on this date is subject to satisfaction of the Scheduled Conversion Conditions – see Section 2.2.3. Conditions the Scheduled Conversion of satisfaction is subject to on this date Shares Ordinary to of the Notes Conversion 3 Terms. Capital Notes in the Westpac conditions payment of the distribution satisfaction Subject to Distributions are payable quarterly, subject to satisfaction of the Distribution Payment Conditions – see Section 2.1.9. Conditions Payment of the Distribution satisfaction subject to quarterly, payable are Distributions – see Section 2.4.2. Restriction of the Optional Conversion satisfaction Subject to such Redemption. any for approval prior written its APRA will provide that can be no certainty There Expected date of transfer of Non-Participating Westpac Capital Notes 3 to Westpac Capital Notes Capital Notes Westpac 3 to Capital Notes Westpac of Non-Participating of transfer date Expected Party 3 Nominated Westpac Capital Notes 3 (7.00pm Sydney time) Sydney 3 (7.00pm Notes Westpac Capital 3 Capital Notes in Westpac of trading day Last 3 Distribution Capital Notes Final Westpac intended for date Payment 3 Capital Notes Westpac Record date for Second Pro-Rata Westpac Capital Notes 3 Distribution (7.00pm Sydney time) Sydney (7.00pm 3 Distribution Capital Notes Westpac Pro-Rata Second for date Record 3 Distribution Capital Notes Westpac Pro-Rata Second for date Payment on Non-Participating 3 Distribution Capital Notes Final Westpac intended for date Record Key dates for the Non-Participating Westpac Capital Notes 3 Notes Capital Westpac the Non-Participating for dates Key time) Sydney (7.00pm 3 Distribution Capital Notes Westpac Pro-Rata First for date Record 3 Distribution Capital Notes Westpac Pro-Rata First for date Payment Expected date of transfer of Participating Westpac Capital Notes 3 to Westpac Capital Notes 3 Capital Notes Westpac 3 to Capital Notes Westpac of Participating of transfer date Expected Party Nominated Offer the Reinvestment for of Notes Date Issue 3 Distribution Capital Notes Westpac Pro-Rata First for date Payment Opening Date for the Reinvestment Offer the Reinvestment for Opening Date time) Sydney (7.00pm 3 Distribution Capital Notes Westpac Pro-Rata First for date Record time) Sydney (5.00pm Offer the Reinvestment for Closing Date Key dates for the Reinvestment Offer the Reinvestment for dates Key 3 Holders Capital Notes Westpac Eligible determining for Date Record Offer Reinvestment time) (7.00pm Sydney First Distribution Payment Date Payment Distribution First Convert to Westpac Option for Date Scheduled Conversion Holding Statements dispatched by dispatched Holding Statements 7 Capital Notes Westpac for dates Key Distribution first for Date Record Closing Date for the Securityholder Offer (5.00pm Sydney time) Sydney (5.00pm the Securityholder Offer for Closing Date time) Sydney (5.00pm Firm Offer the Broker for Closing Date of Notes Date Issue settlement trading of normal Commencement Announcement of the Margin Announcement with ASIC of this Prospectus Lodgement Opening Date Record date for determining Eligible Securityholders (7.00pm Sydney time) Sydney Eligible Securityholders (7.00pm determining for date Record with ASIC the Original Prospectus and lodgement of of the Offer Announcement Bookbuild period commenced Key dates for the Offer for dates Key 4. 5. Note: 1. 2. 3. Business Day. Business the Opening Date. the Opening Date. and an Days not Business are of these dates if any 7 Terms, Capital Notes specified in the Westpac as otherwise Except on the next will occur then the event day, on that occur to is stipulated 7 Terms Capital Notes under the Westpac event These dates are indicative only and may change. Westpac and the Joint Lead Managers may, in their absolute discretion, discretion, in their absolute Managers may, and the Joint Lead Westpac change. only and may indicative are dates These time before any at the Offer also withdraw may Westpac without notice. Period the Offer early or extend close the Offer after do so as soon as possible to encouraged are you Notes, any apply for wish to if you Accordingly, issued. are Notes Dates may change may Dates Key dates Key Investment overview

SECTION 1

This Section sets out:

1.1 Key features of the Offer and Westpac Capital Notes 7 1.2 Summary of the Distributions payable on Westpac Capital Notes 7 1.3 Summary of certain events which may affect what Holders of Westpac Capital Notes 7 receive and when they receive it 1.4 Ranking of Westpac Capital Notes 7 in a Winding Up of Westpac 1.5 Key risks associated with an investment in Westpac Capital Notes 7 and Westpac 1.6 Comparison of the Westpac Capital Notes 7 with certain other Westpac investments or products 1.7 Structure of the Offer and how to apply for Westpac Capital Notes 7

4 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 5 18 105 Page(s) 18, 38 and 87 45 Investment overview Investment Section 2 Westpac Capital 7 Notes Terms Further information Sections 2, 3 and 8 Section 4 Section 1 Section – in certain circumstances, circumstances, – in certain – they offer Distributions which are are which Distributions offer – they – in the event of a Winding Up, if the Notes if the Notes Up, of a Winding – in the event – in certain circumstances, Westpac will be Westpac circumstances, – in certain – they are not guaranteed nor are they deposit they nor are not guaranteed are – they – they do not have a fixed maturity date and could and could date maturity a fixed not have do – they – the Issue Price ($100 per Note, which will also be Note, ($100 per Price – the Issue – where such an event occurs (which includes where (which includes where occurs such an event – where prior to a Winding Up and the Notes would have been have would Up and the Notes a Winding prior to or otherwise had the rights Shares Ordinary into Converted and them terminated; to attaching after the Capital Trigger Event Conversion Date or Non- Date Conversion Event the Capital Trigger after (as the case may Date Conversion Event Trigger Viability will those Notes to the rights of Holders attaching be), Event on the Capital Trigger immediately be terminated Conversion Event Trigger or Non-Viability Date Conversion and Holders will lose all the value be), (as the case may Date will not receive and they in those Notes of their investment or unpaid Distributions; compensation any subordinated or Converted, not been Redeemed and have on issue still are them terminated, to or otherwise had the rights attaching equally among Shares, ahead of Ordinary will rank they Ranking Capital Securities and and with Equal themselves a Capital that it is likely However, behind Senior Creditors. occur would Event Trigger Non-Viability or Event Trigger prevailing market price to realise your investment. However, However, investment. your realise to price market prevailing (initially $100 per Value than the Face be less may price that in the Notes); be no liquid market may and there Note) unsecured under the of Westpac accounts liabilities or protected not are they or Financial Claims Scheme and Banking Act of Australian provisions protection the depositor subject to banking legislation; Trigger and Non-Viability Event a Capital Trigger subject to Event some or all of the Notes significant losses), suffers Westpac if Conversion or, Shares Ordinary into be Converted must not are Shares and Ordinary reason any for does not occur Day on the fifth Business 5.00pm by reason any for issued discretionary and unpaid Distributions do not accumulate. do not accumulate. and unpaid Distributions discretionary if Westpac compensation right to any Holders will not have a Distribution; does not pay convertible Ordinary into the Notes Convert to or permitted required Shares; and transferable redeemable (initially Value the Face repay to be permitted may Westpac the Notes Holders or transfer to of the Notes $100 per Note) on significant restrictions are party (but there a third to of the Notes); repayment perpetual or Transferred Converted if not Redeemed, indefinitely exist back, capital your not receive would (in which case you the at on the ASX Notes sell your may although you approximately $1.4 billion, with the ability to raise more or more raise $1.4 billion, with the ability to approximately is a which Offer, the Reinvestment includes Offer The less. 3 Holders to Capital Notes Eligible Westpac to priority offer 3 in the Capital Notes some of their Westpac all or reinvest 7. Capital Notes Westpac 141. 457 ABN 33 007 Banking Corporation Westpac fully paid Westpac be paid to must of the Note) Value the Initial Face issued; are the Notes before non-cumulative The Offer is for the issue of Westpac Capital Notes 7 to raise raise 7 to Capital Notes of Westpac the issue is for Offer The Westpac Capital Notes 7 are: Capital Notes Westpac Summary • • • • • • • • • • Key features of the Offer and Westpac Capital Notes 7 Notes Capital and Westpac Offer of the features Key Capital Notes 7 Capital Notes of Westpac of Westpac The issuer The The Offer The 1.1.2 1.1.3 Key features 1.1.1 Topic 1.1 Westpac Capital Notes 7

Topic Summary Further Page(s) information

1.1.3 Key features • listed – Westpac has applied for the Notes to be quoted on of Westpac ASX and the Notes are expected to trade under ASX code Capital Notes 7 WBCPJ. (continued) The Westpac Capital Notes 7 Terms are complex and derive from the detailed capital requirements that APRA applies to these instruments. Westpac’s ability to pay Distributions or to Convert or Redeem the Notes is subject to a number of restrictions, including APRA not objecting to the Distributions and APRA giving prior written approval to a Redemption.

1.1.4 Use of • Westpac is issuing the Notes to raise regulatory capital Sections 49 proceeds of which satisfies the regulatory capital requirements of APRA. 4.1.5 and the Westpac The proceeds received under the Offer will be used by 4.2.1 Capital Notes 7 Westpac for general business purposes.

1.2 Summary of the Distributions payable on Westpac Capital Notes 7

Topic Summary Further Page(s) information

1.2.1 Distributions • The Notes offer Holders quarterly, floating rate Distributions Section 2.1 19 to 24 payable on until the Notes are Converted at their full Face Value (or Westpac terminated following a failure to Convert) or Redeemed. Capital Notes 7 • The Distribution Payment Dates are quarterly, being 22 March, Westpac 106 to 22 June, 22 September and 22 December of each year. The Capital 108 first Distribution is scheduled to be paid on 22 March 2021. Notes 7 Terms • The Distribution Rate is determined in accordance with the clause 3 following formula: (3 month BBSW Rate + Margin) x (1 – Tax Rate1) • The Margin is 3.40% per annum. • Distributions are expected to be fully franked.

1.2.2 Distributions • Payments of Distributions are within the absolute discretion Sections 19, 23 may not of Westpac, which means Westpac does not have to 2.1.1 and to 24 be paid on pay them. Distributions are also only payable if the other 2.1.9 to 2.1.11 Westpac Distribution Payment Conditions are satisfied. Capital Notes 7 • Distributions are non-cumulative, which means that unpaid Distributions will not be made up or accumulate. Holders will Westpac 107 to not have any rights to compensation if Westpac does not pay Capital 108 Distributions. Failure to pay any Distribution is not an event Notes 7 of default2 and Holders have no right to apply for a Winding Terms Up on the grounds of non-payment of a Distribution. clauses 3.3, 3.4, 3.7 and • If for any reason a Distribution has not been paid in full for a 3.8 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 Face Value, Redeemed or terminated 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 (see Section 2.1.3).

Note: 1. The Tax Rate is 30% (or 0.30 expressed as a decimal) as at the date of this Prospectus but that rate may change. 2. The Westpac Capital Notes 7 Terms do not include any events of default.

6 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 7

Page(s) to 24 35 108 to 113

Regulatory Regulatory Investment overview Investment or Perpetual You receive receive You Further information Sections 2.2 2.6 to Westpac Capital 7 Notes Terms clauses 4 to 8 then Scheduled Ordinary Shares Ordinary the first possible possible the first Conversion Date Conversion Each Distribution Each Distribution does not occur on does not occur (see Section 2.2.3). (see Payment Date after after Date Payment Section 1 Section Scheduled Conversion Conversion will occur will occur Conversion Scheduled Conversion Scheduled Conversion Scheduled Conversion that date on which the date that on the first Distribution Distribution on the first Date of 22 March 2029, of 22 March 2029, Date Conditions are satisfied satisfied are Conditions Payment Date after the after Date Payment first possible Scheduled possible first If Tax Event Event Tax if a occurs (or if Conversion if Conversion (or occurs

) 2.4 SCHEDULED CONVERSION DATE SCHEDULED CONVERSION and You receive receive You Westpac’s option Westpac’s Section 2.2.3) Ordinary Shares Ordinary Conversion Date Conversion at being satisfied (see (see being satisfied 2.3 possible Scheduled Scheduled possible Conversion Conditions Conditions Conversion Scheduled Conversion Scheduled Conversion 22 March 2029, the first the first 2029, 22 March subject to the Scheduled subject to Transfer Transfer Non-Viability Trigger Event Event Trigger Non-Viability or Value Value from a from (see Section 2.5) (see Section Transfer the Face the Face Westpac’s Westpac’s Acquisition Event Acquisition purchaser third party third nominated nominated You receive receive You occurs subject to the Second Scheduled Conversion Condition, as it Condition, Scheduled Conversion the Second subject to occurs at (subject to to (subject occurs (see Sections (see occurs Tax Event or Regulatory Event or Regulatory Event Tax Event Event Transfer the Face the Face Westpac Value from from Value You receive receive You Capital Trigger Event Event Capital Trigger Redemption Redemption , Capital Trigger Event or Non-Viability Trigger Event Trigger or Non-Viability Event Capital Trigger 22 March 2027 22 March The Notes do not have a fixed maturity date and Holders date maturity a fixed do not have Notes The to Westpac or require request a right to do not have of the Notes. the Transfer for or arrange Redeem Convert, is uncertain. the Notes will happen to what Accordingly, indefinitely on issue remain could the Notes that It is possible be will not $100 per Note) (initially Value and the Face repaid. summarise certain and table in this Section 1.3.1 diagram The and on issue are the Notes while occur may that events under the the Notes to in relation receive Holders may what 7 Terms. Capital Notes Westpac (see Sections 2.3 and 2.4) (see Acquisition Event Acquisition if a Summary • • • AT WESTPAC’S OPTION WESTPAC’S AT applies to an Acquisition Event, being satisfied (see Section 2.6) (see being satisfied Event, an Acquisition applies to (subject to APRA approval) or APRA approval) to (subject EVENTS THAT COULD OCCUR AT ANY TIME: ANY AT OCCUR COULD THAT EVENTS if an option Shares Conversion Ordinary Ordinary Conversion You receive receive You APRA approval) or APRA approval)

Westpac Capital Notes 7 receive and when they receive it receive they and when 7 receive Notes Capital Westpac Summary of certain events which may affect what Holders of Holders what affect may which events of certain Summary Capital Notes 7 Capital Notes may affect affect may the Westpac Automatic Conversion Automatic 2020, 2020, Date or Non-Viability Trigger Event Conversion Date, all rights in relation to those Notes will be terminated) will be terminated) those Notes to all rights in relation Date, Conversion Event Trigger or Non-Viability Date does not occur for any reason by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion Conversion Event the Capital Trigger after Day on the fifth Business 5.00pm by reason any for does not occur 1.3.1 Events that Topic 4 December 4 December the Issue Date the Issue Automatic Conversion Conversion Automatic Conversion, Redemption Conversion, 1.3 Westpac Capital Notes 7

Event When? Is APRA Are there What value In what form Where to approval other pre- will a Holder will that value find further required? conditions to receive? be provided information? the event? to Holders?

Redemption 22 March Yes 3 Yes, Face Value Cash Sections 2.3.1 at Westpac’s 2027 or if a before or (initially $100 to 2.3.4 option Tax Event or concurrently per Note) plus Westpac Regulatory with a Distribution5 Capital Event Redemption4 Notes 7 occurs Terms clause 7

Transfer at 22 March No No Face Value Cash6 Sections 2.3.1 Westpac’s 2027 or if a (initially $100 and 2.3.5 option Tax Event or per Note) plus Westpac Regulatory a Distribution5 Capital Event Notes 7 occurs Terms clause 8

Conversion 22 March No Yes 7 Ordinary A variable Section 2.4 at Westpac’s 2027 or if a Shares worth number of Westpac option Tax Event or approximately Ordinary Capital Regulatory $101.018 per Shares Notes 7 Event Note plus a plus a cash Terms occurs Distribution5 Distribution5 clauses 6 and 9

Scheduled 22 March No Yes 7 Ordinary A variable Section 2.2 Conversion 2029 Shares worth number of Westpac approximately Ordinary Capital $101.018 per Shares Notes 7 Note plus a plus a cash Terms Distribution5 Distribution5 clauses 4 and 9

Conversion If an No Yes 7 Ordinary A variable Section 2.6 upon an Acquisition Shares worth number of Westpac Acquisition Event approximately Ordinary Capital Event occurs $101.018 per Shares Notes 7 Note plus a plus a cash Terms Distribution5 Distribution5 clauses 5.9 and 9

Note: 3. Holders should not expect that APRA’s approval will be given if requested. 4. Westpac may only Redeem 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 Notes. 5. The Distribution would be for the period from (but excluding) the last Distribution Payment Date to (and including) the relevant Conversion Date, Redemption Date or Transfer Date (as applicable). Payments of Distributions are within the absolute discretion of Westpac, which means Westpac does not have to pay them. Distributions are also only payable if the Distribution Payment Conditions are satisfied. 6. On Transfer, Holders will receive the Face Value in cash from the Nominated Party to whom the Notes are transferred. 7. Conversion is conditional on Westpac’s share price being above a specified level in the period prior to Conversion. 8. Based on the Initial Face Value of $100 per Note and the VWAP of Ordinary Shares during the relevant VWAP Period before the Conversion Date, with the benefit of a 1% discount. The value of Ordinary Shares received on the Conversion of one Note may be worth more or less than $101.01 depending on the market price of Ordinary Shares before Conversion and the Face Value of the Notes at the Conversion Date.

8 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 9 Where to to Where find further information? Sections 2.5 to and 5.1.9 5.1.11 Westpac Capital 7 Notes Terms to clauses 5.1 5.8 and 9 Investment overview Investment Section 1 Section they will not they any receive compensation or unpaid Distributions. Date or Date Non-Viability Event Trigger Conversion (as the Date case may then be), the rights of Holders attaching those to will be Notes terminated immediately on the Capital Event Trigger Conversion or Date Non-Viability Event Trigger Conversion (as the Date be) case may and Holders will lose all of the value of their investment in those and Notes In what form form In what value will that be provided Holders? to A variable number of Ordinary up to Shares the Maximum Conversion Number. if However, Conversion of the Notes does not for occur reason any and Ordinary are Shares for not issued reason any 5.00pm by on the fifth Business after Day the Capital Event Trigger Conversion 9 Initial Face Initial Face of $100 Value and per Note), may the value be nothing if Conversion does not for occur reason any and Ordinary are Shares for not issued reason any 5.00pm by on the fifth Business after Day the Capital Event Trigger Conversion or Date Non-Viability Event Trigger Conversion (as the Date be). case may What value value What will a Holder receive? A variable value, depending on of the price the Ordinary the at Shares time. relevant However, Holders may (in the case of a Capital Event) Trigger likely and are (in the to case of a Non-Viability Trigger receive Event) significantly than less approximately for $101.01 each Note (based on the Are there there Are other pre- to conditions the event? No Is APRA approval required? No Event Event occurs If a Capital Trigger or Event Non-Viability Trigger When? Section 2.5 provides further detail on the circumstances in which Holders are likely to receive significantly less than $101.01 due to a Capital Trigger Event Event a Capital Trigger due to than $101.01 significantly less receive to likely in which Holders are detail on the circumstances further Section 2.5 provides or Non-Viability Trigger Event. Trigger or Non-Viability Trigger Trigger or Event Non-Viability Event Trigger Conversion Conversion upon a Capital Event 9. Note: Westpac Capital Notes 7

1.4 Ranking of Westpac Capital Notes 7 in a Winding Up of Westpac The table in this Section 1.4 illustrates how the Notes would rank upon a winding up of Westpac, if they are on issue at that time. It is likely that a Capital Trigger Event or Non-Viability Trigger Event would occur prior to a Winding Up and the Notes would have been Converted into Ordinary Shares or otherwise had the rights attaching to them terminated immediately on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be) where Conversion does not occur for any reason and Ordinary Shares are not issued for any reason by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be).

Higher ranking Illustrative examples10

Preferred and secured debt Liabilities in Australia in relation to protected accounts (generally, savings accounts and term deposits) and other liabilities preferred by law including employee entitlements and secured creditors

Unsubordinated unsecured Trade and general creditors, bonds, notes and debentures and other debt unsubordinated unsecured debt obligations. This includes covered bonds which are an unsecured claim on Westpac, though they are secured over assets that form part of the Westpac Group

Subordinated unsecured Westpac NZD Subordinated Notes, other subordinated bonds, debt and subordinated notes and debentures and other subordinated unsecured debt perpetual debt obligations with a fixed maturity date and subordinated perpetual floating rate notes issued in 1986

Additional Tier 1 Capital Westpac Capital Notes 7, Westpac Capital Notes 2, Westpac securities Capital Notes 3, Westpac Capital Notes 4, Westpac Capital Notes 5, Westpac Capital Notes 6 and Westpac USD AT1 Securities

Lower ranking Ordinary shares Ordinary Shares

1.5 Key risks associated with an investment in Westpac Capital Notes 7 and Westpac Before applying for any Notes, you should consider whether the Notes are a suitable investment for you. There are risks involved with investing in the Notes and in Westpac. Many of these risks are outside the control of Westpac and the Westpac Directors. These risks include those in this Section 1.5 and Section 5 and any other matters referred to in this Prospectus. 1.5.1 Key risks of the Westpac Capital Notes 7

Topic Summary Further Page(s) information

Distributions may not • There is a risk that Distributions will not be paid. Section 2.1.9 23 and be paid Distributions are discretionary and are only payable subject and 5.1.1 55 to the satisfaction of the Distribution Payment Conditions. For example, this includes the Distribution not resulting in a breach of capital requirements and APRA not otherwise objecting to the payment of the Distribution. • Distributions are non-cumulative. If a Distribution is not paid in full because the Distribution Payment Conditions are not satisfied, Holders are not entitled to receive the unpaid Distribution.

Note: 10. This diagram and the descriptions are simplified and illustrative only, and do not include every type of security or obligation that may be issued or entered into by Westpac, or every potential claim against Westpac in a Winding Up. Westpac will from time to time issue additional securities or incur other obligations that rank ahead of, equally with, or subordinated to, the Notes. Further, some of the securities represented in the diagram (for example, Westpac NZD Subordinated Notes and Additional Tier 1 Capital securities) may be converted into Ordinary Shares, which will then rank equally with other Ordinary Shares.

10 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 11 56 22 to 23, 57 and 75 to 76 19 and 56 to 57 Page(s) to 59 60 Inside front cover and 56 55 and 56 Investment overview Investment Section 5.1.5 Sections 5.1.7 2.1.6, and 6.3.1 Sections and 2.1.2 5.1.6 Further information Sections to 5.1.14 5.1.16 Important and Notices Section 5.1.3 Sections and 5.1.1 5.1.4 Section 1 Section BBSW Rate. It is possible for the 3 month BBSW Rate to to Rate the 3 month BBSW for It is possible Rate. BBSW amount the negative Should this occur, negative. become Rate the Distribution in calculating account into will be taken if the Westpac pay on Holders to is no obligation (but there be no would and there negative becomes Rate Distribution in those circumstances). Distribution less become may Rate the Distribution is a risk that There on comparable available returns to compared attractive securities or investments. The market for the Notes will likely be less liquid than the be less will likely the Notes for market The Shares. Ordinary for market do so be unable to may sell their Notes Holders who wish to exists all, if insufficient liquidity at or price, an acceptable at the Notes. for in the market a Holder will to credits of franking and availability value The and the Holder’s particular circumstances depend on that the time of each Distribution. apply at tax rules that and/ increase (and may will fluctuate Rate Distribution The in the 3 month time with movements over or decrease) Claims Scheme and are not subject to the depositor the depositor not subject to Claims Scheme and are banking legislation of Australian provisions protection of certain guarantee Government (including the Australian bank deposits). Value Face below price a market at trade may Notes The (initially $100 per Note). may of the Notes price in which the market Circumstances changes in government conditions, decline include general impacts of regulatory policy, changes in regulatory policy, and sentiment in perception in investor changes change, of other price the market changes in Westpac, to relation and the or other issuers Westpac by securities issued of the occurrence in the likelihood of or increase occurrence Event. Trigger or a Non-Viability Event of a Capital Trigger Conversion, Redemption or Transfer may occur in certain in certain occur may or Transfer Redemption Conversion, Date, the Scheduled Conversion before circumstances in light of market Holders to be disadvantageous which may individual circumstances. or your conditions be their Notes that request no right to Holders have are their Notes Unless or Transferred. Redeemed Converted, need Holders would or Transferred, Redeemed Converted, to price market the prevailing at on ASX sell their Notes to than the Face be less may price That their investment. realise be no liquid may and there per Note) (initially $100 Value in the Notes. market accounts liabilities or protected not deposit are Notes The or Financial the purposes of the Banking Act for of Westpac Conversion may not occur on 22 March 2029, being the 2029, on 22 March occur not may Conversion all if the or at Date, Conversion Scheduled possible first not satisfied. are Conditions Scheduled Conversion Summary • • • • • • • • • • • Changes in the Rate Distribution credits Use of franking Use of franking Liquidity of the Capital Westpac be low 7 may Notes Westpac Capital Westpac fluctuate 7 may Notes Market price of the price Market Westpac Capital Westpac not 7 are Notes deposit liabilities or accounts protected Redeemed or Redeemed Transferred whether and when whether and when the Westpac 7 Capital Notes will be Converted, Topic It is not certain Westpac Capital Notes 7

Topic Summary Further Page(s) information

Conversion or • The value of Ordinary Shares received for each Note that is Sections 32 to termination of rights Converted upon the occurrence of a Capital Trigger Event 2.5.4, 2.5.5, 34, 57 on account of a or Non-Viability Trigger Event may (in the case of a Capital 2.5.6, 5.1.9, to 59 Capital Trigger Event Trigger Event) and is likely to (in the case of a Non-Viability 5.1.10 and or a Non-Viability Trigger Event) be significantly less than approximately 5.1.11 Trigger Event $101.01 for each Note (based on the Initial Face Value of $100 per Note). This is because the number of Ordinary Shares issued on Conversion is limited by the Maximum Conversion Number, as required by APRA. The Maximum Conversion Number applied on a Conversion of this kind is based on an Ordinary Share price that reflects 20% of the Ordinary Share price at the time of issue of the Notes. • If Conversion of Notes does not occur for any reason and Ordinary Shares are not issued for any reason by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be) (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 Notes in relation to Conversion, or as a result of laws relating to Australian foreign investment laws, Australian financial sector ownership laws, Chapter 6 of the Corporations Act or operational delays), then: –– those Notes will not be Converted in respect of such Capital Trigger Event or Non-Viability Trigger Event (as the case may be) and will not be Converted, Redeemed or Transferred on any subsequent date; and –– all rights in relation to those Notes will be terminated immediately on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be), and Holders will lose all of the value of their investment in those Notes and they will not receive any compensation or unpaid Distributions.

Credit ratings • Any credit rating assigned to the Notes or other Westpac Section 59 securities could be reviewed, suspended, withdrawn or 5.1.12 downgraded by credit rating agencies, or credit rating agencies could change their rating methodology, at any time which could adversely affect the market price and liquidity of the Notes and other Westpac securities.

The price used to • The Ordinary Share price used to calculate the number Section 59 calculate the number of Ordinary Shares to be issued on Conversion may be 5.1.13 of Ordinary Shares different to the market price of Ordinary Shares at the time to be issued on of Conversion because the price used in the calculation is Conversion may not based on the VWAP during the relevant period prior to the be the market price Conversion Date. • The value of Ordinary Shares Holders receive based on the calculation may therefore be less than the value of those Ordinary Shares based on the market price on the Conversion Date.

No fixed maturity • As the Notes are perpetual instruments and have no fixed Section 60 date maturity date, there is a risk the Notes could remain on issue 5.1.17 indefinitely and Holders may not be repaid their investment.

12 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 13 49 to to 49 and 52 60 62 to 61 Page(s) 35, 10, 58 to 61 59, 62 to Investment overview Investment Sections 4.2.2, 4.2.1, 4.2.3, 4.2.4 and 5.1.18 Section 5.1.24 Further information Sections 1.4, 5.1.10, 2.7, 5.1.24 5.1.11, and 5.1.25 Section 1 Section Westpac may issue further securities which rank equally with equally with further securities which rank issue may Westpac or ahead of the Notes. Event Conversion Date or Non-Viability Trigger Event Event Trigger or Non-Viability Date Conversion Event to all rights attaching be), (as the case may Date Conversion Event the Capital Trigger on be terminated will those Notes Conversion Event Trigger or Non-Viability Date Conversion and Holders will lose all of the be), (as the case may Date will not and they in those Notes their investment of value and those Distributions or unpaid compensation any receive Up. in a Winding no ranking will have Notes 1 Capital Tier Equity Common in Westpac’s fall Any capital regulatory changes to of future as a result Ratio of the price impact the market adversely may requirements that date a later at the chance increase or potentially Notes of a Capital the occurrence due to place takes Conversion Event. Trigger or Non-Viability Event Trigger with all Equal Ranking Capital Securities and behind Senior Ranking Capital Securities and behind with all Equal and holders of Westpac’s (including depositors Creditors if there that means debt). This subordinated senior or less all amounts pay Up to on a Winding of funds is a shortfall Holders will and equally with, the Notes, senior to, ranking their investment. lose all or some of or Non- Event a Capital Trigger that it is likely However, Up a Winding to prior occur would Event Trigger Viability Ordinary into been Converted have would and the Notes Shares will hold Ordinary in which case Holders Shares, in Shares equally with other holders of Ordinary and rank reason any for does not occur If Conversion Up. a Winding Trigger or Non-Viability Event a Capital Trigger following by reason any for not issued are Shares and Ordinary Event Trigger the Capital after Day on the fifth Business 5.00pm In the event of a Winding Up, if the Notes are still on issue issue on still are if the Notes Up, of a Winding In the event will rank they or Converted, Redeemed not been and have and among themselves equally Shares, ahead of Ordinary Summary • • • • Future issues of issues Future Westpac securities by Changes in capital regulatory requirements Westpac Capital Westpac 7 Notes Topic the Ranking of Westpac Capital Notes 7

1.5.2 Key risks associated with Westpac and the Westpac Group

Topic Summary Further Page(s) information

COVID-19 and a • The Westpac Group is vulnerable to the impacts of a Section 5.2.1 63 pandemic like communicable disease outbreak or a pandemic. The COVID-19 COVID-19 pandemic has had, and may continue to have, a negative impact on Westpac's customers, shareholders, employees and financial performance. The pandemic has also disrupted, and will continue to disrupt, numerous industries and global supply chains, causing a negative effect on economic activity.

Legal or regulatory • Westpac could be adversely affected by changes in laws, Sections 63 to change and regulations or regulatory policy, by failing to comply with 5.2.2 to 67 and compliance laws, regulations or regulatory policy, or by other regulatory 5.2.4, 5.2.6 68 action (including as a result of reviews and inquiries and 5.2.10 commissioned by governments or regulators).

Availability and cost • Adverse credit and capital market conditions or depositor Sections 67 to of funding preferences, or failure to maintain Westpac’s credit ratings, 5.2.9 and 68 may significantly affect the availability and cost of Westpac’s 5.2.12 funding.

Financial market • Westpac could be adversely affected by disruptions to Sections 68 and volatility global financial markets or other financial market volatility. 5.2.11 and 70 5.2.18

Economic conditions, • Economic disruptions, declines in asset values or declines in Sections 69 to asset values, commodity prices may cause Westpac to incur higher credit 5.2.13 to 70 commodity prices losses on lending and counterparty exposures. 5.2.16 and credit losses

Other risks • Westpac could be adversely affected by other events such Sections 66, 67 as reputational damage, cyberattacks, technology failures, 5.2.5, 5.2.7, and 70 changes in competition, operational failures, poor data 5.2.8, 5.2.17 to 73 quality or other risks. and 5.2.19 to 5.2.30

1.6 Comparison of the Westpac Capital Notes 7 with certain other Westpac investments or products

Topic Summary Further Page(s) information Differences between • There are differences between term deposits, Westpac See table in 15 to 16 term deposits, Capital Notes 6, Westpac Capital Notes 7 and Ordinary this Section Westpac Capital Shares. You should consider these differences in light of 1.6. Notes 6, Westpac your investment objectives, financial situation and particular Section 3.4 41 to 42 Capital Notes 7 and needs (including financial and taxation considerations) Ordinary Shares before deciding to invest in the Notes. • Please refer to the table in Section 3.4 setting out the key differences between Westpac Capital Notes 3 (which is the subject of the Reinvestment Offer) and Westpac Capital Notes 7.

14 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 15

Investment overview Investment N/A Semi-annually (if determined) subject to Yes, absolute Westpac’s and discretion and applicable laws regulations No Frankable Ordinary Shares Ordinary WBC share Ordinary (no fixed Perpetual date) maturity dividends Variable by as determined Westpac Section 1 Section

16 (1 – tax rate) is 3.40% Margin The per annum subject to Yes, absolute Westpac’s and discretion Payment Distribution (see Conditions Section 2.1.9) applies to Yes, until Shares Ordinary quarterly the next Payment Distribution Date Westpac Capital Capital Westpac 7 Notes WBCPJ (no fixed Perpetual with date) maturity possible the first Scheduled Conversion in approximately Date (no fixed Perpetual with date) maturity possible the first Scheduled Conversion in approximately Date 8.3 years calculated Floating, as the + 3 month (Margin × Rate) BBSW

Yes, subject to subject to Yes, absolute Westpac’s and discretion payment distribution conditions Floating, calculated calculated Floating, as the + 3 month (margin × rate) BBSW (1 – tax rate) per annum 3.70% absolute Westpac’s to (subject Quarterly conditions) payment and distribution discretion Unsecured subordinated debt obligation subordinated Unsecured No (no Perpetual fixed maturity the first date) with scheduled possible on date conversion 31 July 2026 Westpac Capital Capital Westpac 6 Notes WBCPI Frankable and grossed-up for a non franked a non franked for and grossed-up Frankable portion Yes, applies to applies to Yes, until Shares Ordinary quarterly the next payment distribution date 15

12 early closure by by early closure the customer subject to No, applicable laws Fixed N/A specific Either at at intervals, or at maturity Deposit Yes to days Seven 60 months Westpac Term Term Westpac Deposit on Not quoted ASX N/A N/A Subject to possible early Redemption (with APRA’s prior written approval), Conversion or Transfer in certain circumstances. in certain or Transfer Conversion approval), prior written (with APRA’s early Redemption possible Subject to Deposit. Term of the Westpac the end of the term an amount before withdraws apply if a customer may adjustments rate Interest Section 2.1.3). (see or negative zero was Rate because the Distribution not paid was was a Distribution the reason not apply where would restrictions These Westpac has applied for Westpac Capital Notes 7 to be quoted on ASX and they are expected to trade under the code WBCPJ. under the code trade to expected are and they ASX on be quoted 7 to Notes Capital Westpac for has applied Westpac holder per ADI of $250,000. per account an amount deposits up to Scheme for under the Financial Claims payment be entitled to may Customers circumstances. in certain or transfer conversion approval), prior written (with APRA’s early redemption possible Subject to dividend Franking Franking of interest/ distribution/ restriction restriction if interest/ distribution/ dividend not paid Interest/ distribution/ dividend payments distributions/ interest/dividend payments? Are there there Are to conditions of payment interest/dividend interest/dividend frequency payment Margin Distribution/ rate Distribution/ interest/dividend Term Protection under Protection or the Banking Act Financial Claims Scheme Legal form Legal ASX code ASX 14. 15. 16. Note: 11. 12. 13. Westpac Capital Notes 7

Westpac Term Westpac Capital Westpac Capital Ordinary Shares Deposit Notes 6 Notes 7

Transferable by No Yes, quoted on ASX Yes, quoted on ASX17 Yes, quoted on ASX holder

Investor’s ability to Yes, by closing No withdraw or redeem the deposit18

Redemption at No Yes, on 31 July Yes, on 22 March No issuer’s option 2024, and in 2027, and in (subject to APRA certain specified certain specified approval and circumstances circumstances certain other (see Section 2.3) conditions)

Transfer to No Yes, on 31 July Yes, on 22 March No nominated party at 2024, and in 2027, and in issuer’s option certain specified certain specified circumstances circumstances (see Section 2.3)

Conversion to No Yes, on 31 July Yes, on 22 March N/A Ordinary Shares 2024, and in 2027, and in at issuer’s option certain specified certain specified (subject to certain circumstances circumstances conditions) (see Section 2.4)

Potential No Yes, scheduled Yes, Scheduled N/A Conversion to conversion on 31 July Conversion on 22 Ordinary Shares 2026 (subject to the March 2029, (subject (other than on a satisfaction of the to the satisfaction Capital Trigger scheduled conversion of the Scheduled Event or Non- conditions), and in Conversion Viability Trigger certain specified Conditions), and in Event) circumstances certain specified circumstances (see Section 2.2)

Conversion to No Yes, following a capital trigger event or non- N/A Ordinary Shares on viability trigger event a Capital Trigger If a Capital Trigger Event or Non-Viability Event or Non- Trigger Event occurs and conversion of the Viability Trigger notes does not occur for any reason and Event Ordinary Shares are not issued for any reason by 5.00pm on the fifth business day after the Capital Trigger Event Conversion Date or Non- Viability Trigger Event Conversion Date (as the case may be), then all rights in relation to those notes will be terminated immediately on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be) (and holders will lose all of the value of their investment in those notes and they will not receive any compensation or unpaid distributions) Refer to Section 2.5 for more information in relation to the conversion of Westpac Capital Notes 7 on a Capital Trigger Event or Non- Viability Trigger Event

Ranking See Sections 1.4, 2.7, 5.1.11, 5.1.12, 5.1.25 and 5.1.26

Note: 17. Westpac has applied for Westpac Capital Notes 7 to be quoted on ASX and they are expected to trade under the code WBCPJ. 18. For Westpac Term Deposits opened or renewed on or after 1 August 2014, customers must usually give 31 days’ notice to close the Westpac Term Deposit during its term.

16 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 17 87 Page(s) 38 and 87 87 Investment overview Investment Section 8 Further information See Sections 3 and 8 Section 8 Section 1 Section you own 50 Westpac Capital Notes 3 or fewer, you must must you 3 or fewer, Capital Notes 50 Westpac own you 3; or Capital Notes Westpac all your reinvest apply to 3, you Capital Notes than 50 Westpac more own you Capital a minimum of 50 Westpac reinvest apply to must 3 ($5,000). Notes a Reinvestment Offer – to Eligible Westpac Capital Capital Eligible Westpac – to Offer a Reinvestment Holders; Notes 3 Eligible Securityholders; – to a Securityholder Offer clients of the resident Australian – to Firm Offer a Broker and Brokers; Syndicate by invited Investors Institutional – to Offer an Institutional Bank. Institutional Westpac – – – – – – ($1,000) thereafter (over and above your Application for for Application your and above (over thereafter ($1,000) reinvestment). If you are an Eligible Westpac Capital Notes 3 Holder, you you 3 Holder, Capital Notes an Eligible Westpac are If you Capital Westpac all or some of your reinvest apply to may 7 under the Reinvestment Capital Notes 3 in Westpac Notes in the Reinvestment participate wish to if you However, Offer. and: Offer – – 3, you Capital Notes Westpac all your reinvest apply to If you Your 7. Capital Notes additional Westpac also apply for may be 7 must Capital Notes additional Westpac for application Capital Notes 7 a minimum of 50 additional Westpac for 7 Capital Notes of 10 Westpac and in multiples ($5,000), by Westpac. by However, of the Notes. public offer is no general There from Applications accept the right to reserves Westpac its discretion. other persons at see Section 8 the Notes, apply for to on how information For online Securityholder Form, Firm Application and the Broker Application Reinvestment online and instructions Application instructions. ($5,000). minimum of 50 Notes a be for must Applications must you than 50 Notes, more is for Application If your thereafter. ($1,000) apply in multiples of 10 Notes – – – – but the Offer, under Allocation guaranteed is no There under received Applications priority to will give Westpac made Applications (including Offer the Reinvestment priority will not extend This Brokers). Syndicate through 7 by Capital Notes additional Westpac for Applications to Holders. Notes 3 Capital Eligible Westpac be scaled back may demand, Applications is excess If there The Offer consists of: consists Offer The Summary • • • • • • • • • Structure of the Offer and how to apply for Westpac Capital Notes 7 Capital Notes Westpac for apply to and how Offer of the Structure Application Application amount and who can apply How to apply to How 1.7.3 Minimum 1.7.2 1.7.1 Offer structure Topic 1.7 Information about Westpac Capital Notes 7

SECTION 2

This Section sets out:

2.1 Distributions 2.2 Conversion on the Scheduled Conversion Date 2.3 Optional Redemption and optional Transfer 2.4 Optional Conversion 2.5 Automatic Conversion – Capital Trigger Event and Non-Viability Trigger Event 2.6 Automatic Conversion – Acquisition Event 2.7 Ranking of the Westpac Capital Notes 7 in a Winding Up 2.8 Other key features of the Westpac Capital Notes 7

18 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 19 Page(s) 106 to 108 106 to 107

Further information Westpac Capital 7 Terms Notes clause 3 Westpac Capital 7 Terms Notes clause 3.1

x 0.70 Information about Westpac Capital Notes 7 Notes Capital about Westpac Information Section 2 Section 3.4216% per annum 0.0216% per annum 0.0216% 2.3951% per annum 2.3951% + 3.4000% per annum + 3.4000% per 1

(3 month BBSW Rate + Margin) x + Margin) Rate (3 month BBSW (1 – Tax Rate) (1 – Tax = The Australian corporate tax rate tax rate corporate Australian The of account the franking applicable to Distribution the relevant at Westpac as a decimal. At expressed Date Payment the relevant of this Prospectus, the date as a expressed is 30% or, Rate Tax rate (but that 0.30 decimal in the formula, change) may The 3 month BBSW Rate on the first on the first Rate 3 month BBSW The Period of the Distribution Day Business Period, Distribution first the for (except will be Rate 3 month BBSW the where Date) on the Issue determined is 3.40% per annum Margin The 3 month BBSW Rate at at Rate 3 month BBSW 2020 10 November Plus the Margin Rate Distribution unfranked Equivalent Rate) (1 – Tax Multiplied by Rate Distribution Tax Rate Tax Distribution Rate Rate Distribution 3 month BBSW Rate Margin As an example, given the Margin of 3.40% per annum, if the the Margin given As an example, is the same as on Date on the Issue Rate 3 month BBSW will the Distribution that and assuming 2020 10 November Distribution that for Rate the Distribution be fully franked, as follows: be calculated would Period Distributions and franking credits. and franking Distributions and will generally rate is a floating Rate Distribution The Period of each Distribution Day Business be set on the first formula: using the following Summary based on the calculated are on Notes Distributions in quarterly be paid to expected and are Rate Distribution arrear. and only non-cumulative discretionary, are Distributions of the Distribution the satisfaction subject to payable Conditions. Payment and be fully franked to expected are Distributions cash receive to expected Holders are accordingly Rate on Westpac on Westpac 7 Capital Notes The calculation of the Distribution Rate will be rounded to four decimal places. The Distribution Rate in this Section 2.1.2 is for illustrative purposes only illustrative is for in this Section 2.1.2 Rate Distribution The decimal places. four to will be rounded Rate of the Distribution calculation The Distribution Rate may be higher or lower than this and may vary each Distribution Period depending on the applicable 3 month BBSW Rate and the Rate depending on the applicable 3 month BBSW Period each Distribution vary than this and may be higher or lower may Rate Distribution Rate. Tax and does not indicate the actual Distribution Rate. It is not a guarantee or forecast of the actual Distribution Rate that may be achieved. The actual The be achieved. may that Rate of the actual Distribution or forecast It is not a guarantee Rate. the actual Distribution and does not indicate 2.1.2 Distribution 2.1.1 Distributions Topic Note: 1. Distributions 2.1 The full Westpac Capital Notes 7 Terms are contained in Appendix B. Rights and liabilities attaching to Westpac Capital Westpac to attaching B. Rights and liabilities in Appendix contained are 7 Terms Notes Capital full Westpac The applicable laws. Rules and other Listing the ASX Act, arise under the Corporations also 7 may Notes the Westpac Capital Notes 7 Terms, the Notes Deed Poll and Westpac’s Constitution in full before deciding to invest invest deciding to in full before Constitution Westpac’s and Deed Poll Notes the Terms, 7 Capital Notes the Westpac or other financial adviser your from advice should seek you questions, any have If you 7. Notes Capital in Westpac adviser. professional The following is an overview of the key terms of Westpac Capital Notes 7. It is important that you read this Prospectus, this Prospectus, read you that It is important 7. Capital Notes of Westpac terms of the key is an overview following The Westpac Capital Notes 7

Topic Summary Further Page(s) information

2.1.3 Calculation of Distributions will be calculated as follows: Westpac 106 to Distributions Capital 107 Distribution Rate x Face Value x N Notes 7 Terms Distribution = 365 clause 3.1 Distribution Rate See Section 2.1.2 Face Value Initially $100 per Note N The number of days in the Distribution Period Distribution The period from (but excluding) the Period Issue Date in the case of the first Distribution Period, or otherwise from (but excluding) each Distribution Payment Date, to (and including) the next Distribution Payment Date Distribution See Section 2.1.7 Payment Date As an example, if the Distribution was fully franked and the Distribution Rate was 2.3951% per annum as calculated in Section 2.1.2, then the cash amount of the Distribution on each Note for the Distribution Period (if the Distribution Period was 90 days) would be calculated as follows:2,3 Distribution Rate 2.3951% per annum Multiplied by the Face Value x $100 Multiplied by the number of days in the Distribution Period (N) x 90 Divided by ÷365 Cash amount of Distribution $0.5906 Franking credits4 attached to the cash amount of the Distribution $0.2531 It is possible for the 3 month BBSW Rate to become negative. Should this occur, the negative amount will be taken into account in calculating the Distribution Rate. As an example, given the Margin of 3.4000% per annum, if the 3 month BBSW Rate is –1.0000% per annum and assuming that the Distribution will be fully franked, the Distribution Rate for that Distribution Period would be calculated as follows:5 3 month BBSW Rate -1.0000% per annum Plus the Margin + 3.4000% per annum Equivalent unfranked Distribution Rate 2.4000% per annum Multiplied by (1 – Tax Rate) x 0.70 Distribution Rate 1.6800% per annum However, even if the Distribution Rate was negative because the combination of a negative 3 month BBSW Rate and the Margin produced a negative number, there would be no obligation on Holders to pay Westpac and there would be no distribution in those circumstances.

Note: 2. Distribution Periods will generally have 90-92 days in them. The number of days in the first Distribution Period will be 109 days and is longer than the normal Distribution Period. 3. All calculations of payments will be rounded to four decimal places. For the purposes of making any payment in respect of a Holder’s aggregate holding of Notes, any fraction of a cent will be rounded to the nearest one Australian cent (with one half of an Australian cent being rounded up to one Australian cent). The Distribution Rate on which this calculation is based, and the Distribution, are for illustrative purposes only and do not indicate the actual Distribution Rate or Distribution. It is not a guarantee or forecast of the actual Distribution that may be obtained. Past performance is not a reliable indicator of future performance. 4. See Section 2.1.6 in relation to the use of franking credits by Holders. 5. The calculation of the Distribution Rate will be rounded to four decimal places. The Distribution Rate in this Section 2.1.3 is for illustrative purposes only and does not indicate the actual Distribution Rate. It is not a guarantee or forecast of the actual Distribution Rate that may be achieved. The actual Distribution Rate may be higher or lower than this and may vary each Distribution Period depending on the applicable 3 month BBSW Rate and the Tax Rate.

20 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 21 Page(s) 106 to 107 Further information Westpac 7 Capital Notes clause 3.1 Terms 20 0 2 The The 6 Nov- Information about Westpac Capital Notes 7 Notes Capital about Westpac Information 8 1 0 2 Nov- Section 2 Section 16 0 2 Nov- 14 0 2 Nov- 12 0 2 Nov- 3 month BBSW Rate (% per annum) (% per Rate 3 month BBSW 10 0 2 Nov- % % % % % % % % 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ...... 6 5 4 3 2 1 0 7 generally accepted in the Australian market for securities for market in the Australian accepted generally 7. Notes Capital such as Westpac and in a faith act in good to is required Westpac manner in selecting an Alternative reasonable commercially of market with sources consult and may Rate, BBSW otherwise but may appropriate, it considers that practice its discretion. exercise If Westpac determines that a “BBSW Rate Disruption Event” Event” Disruption Rate a “BBSW that determines If Westpac BBSW select an Alternative may Westpac has occurred, Capital the Westpac to changes other related and make Rate prior written APRA’s to in each case, (subject, 7 Terms Notes not be given). or may which may approval, the where occurs Disruption Event” Rate a “BBSW Broadly, or is no longer discontinued has been Rate 3 month BBSW the pricing and valuation of Australian dollar securities and dollar of Australian the pricing and valuation the reflect changes to rate This rate. as a lending reference markets. within the cash and currency supply and demand the last over Rate BBSW in the 3 month movements The in this Section 2.1.4. in the graph set out are 10 years per annum. 0.0216% was 2020 November on 10 rate Summary rate interest benchmark is a key Rate BBSW 3 month The It is the primary short-term market. money the Australian for for used in the financial markets benchmark rate interest Rate 3 month BBSW 3 month BBSW This graph is for illustrative purposes only and does not indicate, guarantee or forecast the actual 3 month BBSW Rate. Past levels are not necessarily not necessarily are levels Past Rate. the actual 3 month BBSW or forecast guarantee purposes only and does not indicate, illustrative is for graph This indicative of future levels. The actual 3 month BBSW Rate for the first and any subsequent Distribution Period may be higher or lower than the rates in rates than the be higher or lower may Period subsequent Distribution and any the first for Rate actual 3 month BBSW The levels. of future indicative IRESS. Source: in this Section 2.1.4. the graph Topic 2.1.4 Note: 6. Westpac Capital Notes 7

Topic Summary Further Page(s) information

2.1.5 Franking of Westpac expects, but does not guarantee, that Distributions Section 2.1.6 22 to 23 Distributions will be fully franked. Westpac 106 to If a Distribution is not fully franked then the amount of Capital Notes 7 107 the cash Distribution entitlement would be adjusted to Terms clauses compensate for the unfranked amount. The formula for 3.1 and 3.2 determining the adjusted Distribution is:

Distribution Adjusted Distribution = 1 – [Tax Rate x (1 – Franking Rate)] Distribution The Distribution entitlement on that Distribution Payment Date as calculated under clause 3.1 of the Westpac Capital Notes 7 Terms – see Section 2.1.3 Tax Rate See Section 2.1.2 Franking Rate The percentage of the Distribution that would carry franking credits

If there is a change in the Tax Rate, the Distribution Rate will change accordingly. For example, if the Tax Rate decreases, the cash amount of any Distribution that Westpac may pay would increase and the franking credits attached to that Distribution would decrease.

2.1.6 Franking It is expected (but not guaranteed) that Holders will receive Sections 5.1.7 57 and credits in franking credits in respect of Distributions (other than where and 6 74 respect of a Holder’s lack of entitlement to franking credits is a result Distributions of an act by, or circumstance affecting, the Holder). The franking credits represent each Holder’s share of tax paid by Westpac on the profits from which the cash Distribution is paid. Impact of franking credits If the Distribution is fully franked, the potential value of the franking credits attached to a Distribution at the Distribution Rate of 2.3951% per annum in the example in Section 2.1.2 would be 1.0265% per annum. If that potential value is taken into account in full, the combined value of those franking credits and the cash Distribution would be equivalent to an unfranked Distribution Rate of approximately 3.4216% per annum. However, you should be aware that the potential value of the franking credits does not accrue to you at the same time as you receive the cash Distribution and you may not be able to obtain full value for these depending on your circumstances (see the following information in this Section 2.1.6 for more information). Use of franking credits by Holders Australian resident Holders may be entitled to use franking credits to offset their tax liability and Australian resident 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. You should be aware that your ability to use the franking credits, either as an offset to your tax liability or by claiming a refund after the end of the year of income, will depend on your individual tax position.

22 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 23 91 to 92 91 to 117 55 107 Page(s) 106 to and 107 117

clause 3.3 Section 8.5.1 Westpac Capital 7 Terms Notes clause 11 Section 5.1.1 Westpac Capital 7 Terms Notes Further information Westpac Capital 7 Terms Notes 3.5, clauses 3.1, 3.6 and 11.1(b) Information about Westpac Capital Notes 7 Notes Capital about Westpac Information Section 2 Section Westpac’s absolute discretion; absolute Westpac’s in a breach not resulting of the Distribution the payment or 1 basis) a Level (on capital requirements of Westpac’s 2 a Level (on capital requirements Group’s of the Westpac the at Prudential Standards current under the then basis) time of the payment; in Westpac not resulting of the Distribution the payment and insolvent; become, to or being likely becoming, the payment. APRA not otherwise objecting to Event Conversion Date or Non-Viability Trigger Event Event Trigger or Non-Viability Date Conversion Event if Date, or Transfer Date Redemption Date), Conversion and 22 September 22 June, not 22 March, are those dates 22 December. 22 March, 22 June, 22 September and 22 December of and 22 December 22 September 22 June, 22 March, until the Notes 2021, on 22 March commencing each year terminated (or Value their full Face at Converted are and or Redeemed; Convert) to a failure following than a Capital Trigger (other Date the Conversion Distributions will also be subject to the Corporations Act and Act the Corporations will also be subject to Distributions of Distributions. the payment regulating other law any (provided that Distributions are always paid in cash). always are Distributions that (provided of the satisfaction subject to only payable are Distributions being: Conditions, Payment Distribution days. will be Period Distribution the first for Rate Distribution The Date. on the Issue determined will Rate the Distribution Period, Distribution the first After of each Distribution Day Business on the first be determined Period. Holders on the persons who are will be paid to Distributions of the Distribution. in respect Date Record Westpac dollars. will be paid in Australian Distributions dollar an Australian into directly Distributions will only pay the reserves Westpac of a financial institution. account is paid Distribution any in which the way vary right to 7 Terms Notes Capital with the Westpac in accordance If a Distribution Payment Date is not a Business Day, then the then Day, Business a not is Date Payment Distribution a If (without Day Business will be paid on the next Distribution of the delay). in respect interest any the (but excludes) runs from Period Distribution first The each Thereafter, 2021. 22 March (and includes) to Date Issue the previous (but excludes) runs from Period Distribution the next (and includes) to Date Payment Distribution the first that should note You Date. Payment Distribution and other of 109 days is a longer period Period Distribution 92 be 90 to generally will otherwise Periods Distribution Investors should also monitor any potential changes to changes to potential any should also monitor Investors on an ongoing credits franking to relating policy government basis. on the in arrear quarterly payable are Distributions of the satisfaction subject to Dates, Payment Distribution Conditions. Payment Distribution are: Dates Payment Distribution The Summary tax summary in Australian the to refer should Investors (when published), and should Ruling Section 6 and the Class their tax position. to in relation advice seek professional • • • • • • Payment Payment Conditions payment of payment Distributions Payment Dates Payment credits in credits of respect Distributions (continued) 2.1.9 Distribution 2.1.8 Method of 2.1.7 Distribution Topic 2.1.6 Franking Westpac Capital Notes 7

Topic Summary Further Page(s) information

2.1.10 Consequence if Payments of Distributions are within the absolute discretion Westpac 107 a Distribution is of Westpac and are non-cumulative. If a Distribution is not Capital not paid in full paid in full because the Distribution Payment Conditions Notes 7 Terms are not satisfied or because of any other reason, Holders clause 3.4 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 default7 and Holders have no right to apply for a Winding Up on the grounds of Westpac’s failure to pay a Distribution.

2.1.11 Dividend If for any reason a Distribution has not been paid in full for a Westpac 107 to and capital relevant Distribution Payment Date, then until a Distribution Capital 108 restrictions is paid in full on a subsequent Distribution Payment Date (or Notes 7 Terms may apply to all Notes are Converted at their full Face Value, Redeemed or clauses 3.7 and Westpac if a terminated following a failure to Convert) Westpac must not: 3.8 Distribution is • determine or pay any Dividends on its Ordinary Shares; or not paid • 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 (see Section 2.1.3).

2.2 Conversion on the Scheduled Conversion Date

Topic Summary Further Page(s) information

2.2.1 Meaning of Conversion means the conversion of the Notes into a Westpac 113 Conversion variable number of Ordinary Shares in accordance with Capital the formula contained in clause 9.1 of the Westpac Capital Notes 7 Terms Notes 7 Terms. clause 9.1 On Conversion of a Note on the Scheduled Conversion Date, the Holder’s rights in relation to that Note will be immediately and irrevocably terminated and Westpac will apply the Face Value of each Note by way of payment for the subscription for the Ordinary Shares. The Ordinary Shares issued will have the same rights as other Ordinary Shares on issue at the relevant time.

2.2.2 Scheduled The Notes do not have a maturity date but have a Scheduled Westpac 108 Conversion Conversion Date. Conversion is scheduled to occur on the Capital Date Scheduled Conversion Date, which will be the earlier of: Notes 7 Terms clause 4.1 • 22 March 2029; and • the first Distribution Payment Date after 22 March 2029, on which the Scheduled Conversion Conditions are satisfied.

Note: 7. The Westpac Capital Notes 7 Terms do not include any events of default.

24 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 25

108 Page(s)

22 March 2029 22 March of the Scheduled (subject to satisfaction satisfaction to (subject Conversion Conditions) Scheduled Conversion Date Scheduled Conversion Date Westpac Westpac Capital 7 Terms Notes clause 4.2 Further information

Information about Westpac Capital Notes 7 Notes Capital about Westpac Information the VWAP of the VWAP the VWAP of the VWAP Section 2 Section 21 March 2029 2029 21 March Conversion Date) Last Business Day of Day Business Last VWAP Period (Business (Business VWAP Period Day before the Scheduled Day before

Business Day before (but not before Day Business th

than 50.51% of the Issue Date VWAP Date of the Issue than 50.51% The VWAP of Ordinary Shares during the Shares Ordinary of VWAP The the Scheduled Conversion Date is greater is greater Date the Scheduled Conversion Second Scheduled Conversion Condition Scheduled Conversion Second 20 Business Days before (but not including) before Days 20 Business 20 Business Day VWAP Period VWAP Day 20 Business Business Day Day Business th

th Conversion Date) 22 February 2029 2029 22 February before the Scheduled before the Period (20 Period First Business Day of VWAP of VWAP Day Business First using the date 22 March 2029 as a potential Scheduled as a potential 2029 22 March using the date may only and indicative are dates These Date. Conversion change. First Scheduled Conversion Condition: Condition: Scheduled Conversion First on the 25 Shares Ordinary than is greater Date Conversion including) the Scheduled and VWAP; Date of the Issue 56.12% Condition: Conversion Scheduled Second (but before Days during the 20 Business Shares Ordinary is greater Date Conversion not including) the Scheduled VWAP. Date of the Issue than 50.51% used in the Scheduled Conversion percentages The the and precedents market from derived are Conditions permitted are that Shares of Ordinary cap on the number and Prudential Standards under applicable be issued to guidance. ratings the timeframes illustrates in this Section 2.2.3 diagram The Conditions the Scheduled Conversion for relevant are that Summary a to in relation Conditions Conversion Scheduled The where: satisfied are Date Conversion Scheduled potential • • • •

Business Day Day Business th Conversion Conversion Conditions Conversion Date Conversion 25 15 February 2029 2029 15 February before the Scheduled before the Scheduled than 56.12% of the Issue Date VWAP Date the Issue of than 56.12% First Scheduled Conversion Condition Conversion Scheduled First Topic 2.2.3 Scheduled Business Day before (but not including) before Day Business The VWAP of Ordinary Shares on the 25 Shares Ordinary of VWAP The the Scheduled Conversion Date is greater is greater Date the Scheduled Conversion Westpac Capital Notes 7

Topic Summary Further Page(s) information

2.2.4 Purpose of It is intended that upon a Scheduled Conversion, Holders Westpac 108 and the Scheduled should receive Ordinary Shares worth approximately $101.01 Capital 113 to Conversion per Note (based on the Initial Face Value of $100 per Note Notes 7 Terms 116 Conditions and the VWAP of Ordinary Shares during the 20 Business clauses 4.2 Days before the Scheduled Conversion Date, with the benefit and 9 of a 1% discount)8. There is a cap on the number of Ordinary Shares (Maximum Conversion Number) that Holders can be issued upon Scheduled Conversion of the Notes, due to Prudential Standards and ratings guidance. The Maximum Conversion Number in the case of Scheduled Conversion is set by dividing the Face Value (initially $100 per Note) by 50% of the Issue Date VWAP. If the price of Ordinary Shares were to fall significantly and there were no Scheduled Conversion Conditions, the number of Ordinary Shares that you would receive might be limited by the Maximum Conversion Number. In that case, the value of those Ordinary Shares would be likely to be less than $101.01 per Note. In order to give Holders some protection against receiving Ordinary Shares worth less than approximately $101.01 per Note, the Scheduled Conversion Conditions operate, so that where the VWAP of Ordinary Shares has fallen to or is less than the specified percentage of the Issue Date VWAP (see Section 2.2.3), Scheduled Conversion is deferred. However, there can be no guarantee that the Conversion Conditions will be satisfied in the future.

2.2.5 Consequences If the Scheduled Conversion Conditions are not satisfied Westpac 108 if the on 22 March 2029, Conversion will not occur until the Capital Scheduled next Distribution Payment Date on which the Scheduled Notes 7 Terms Conversion Conversion Conditions are satisfied, if ever. clauses 4.1 and Conditions are 4.2 not satisfied

2.2.6 VWAP and In general terms, VWAP refers to the average of the daily Westpac 108, 113 Issue Date volume weighted average sales prices of Ordinary Shares Capital to 114, VWAP sold on ASX and Chi-X during the relevant period. Notes 7 Terms 122 and clauses 4.2, 9.1 124 The Issue Date VWAP means the VWAP of Ordinary Shares to 9.8 and 16.2 during the 20 Business Days on which trading in Ordinary (definition of Shares took place immediately preceding (but not including) “Issue Date the Issue Date (as adjusted in accordance with the Westpac VWAP” and Capital Notes 7 Terms). “VWAP”) The satisfaction of the Scheduled Conversion Conditions on a potential Scheduled Conversion Date will depend on the price of Ordinary Shares. For example9, if the Issue Date VWAP is $18.00, then, for the First Scheduled Conversion Condition and Second Scheduled Conversion Condition to be satisfied: • the VWAP for the First Scheduled Conversion Condition would need to be at least $10.11 (which is greater than 56.12% of the Issue Date VWAP); and • the VWAP for the Second Scheduled Conversion Condition would need to be at least $9.10 (which is greater than 50.51% of the Issue Date VWAP).

Note: 8. However, if the market price of Ordinary Shares on the Scheduled Conversion Date is different to the price used to calculate the number of Ordinary Shares to be issued on Conversion, the value of Ordinary Shares resulting from the Conversion of one Note may be worth more or less than $101.01. The value of Ordinary Shares Holders receive could also be less than this amount if the Face Value has previously been reduced (following a Capital Trigger Event or Non-Viability Trigger Event – see Section 2.5 for more information). If the Scheduled Conversion Conditions are not met, the Notes will not Convert on the Scheduled Conversion Date and the Scheduled Conversion Conditions will be re-tested on the next possible Scheduled Conversion Date. The Notes may remain on issue indefinitely. 9. This example is for illustrative purposes only and does not indicate whether or not the Scheduled Conversion Conditions will actually be satisfied in respect of a potential Scheduled Conversion Date.

26 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 27 115 Page(s) 113

Westpac Westpac Capital 7 Terms Notes clause 9.10 Further information Westpac Capital 7 Terms Notes clause 9.1 $17.82 5.6117 $100.00 Information about Westpac Capital Notes 7 Notes Capital about Westpac Information , then 10 Section 2 Section Face Value Face 0.99 x VWAP 0.99 Initially $100 per Note Initially $100 per Note Period during the VWAP VWAP The Conversion, In the case of a Scheduled on Days the period of 20 Business took Shares in Ordinary which trading (but not preceding immediately place including) the Scheduled Conversion Date . At the first reasonable opportunity, the opportunity, reasonable the first . At 11 Face Value Face x VWAP 0.99 Divide by per Note Shares Ordinary Face Value Face VWAP Period VWAP Westpac will issue the relevant number of Ordinary Shares to to Shares number of Ordinary the relevant will issue Westpac for on trust Shares who will hold the Ordinary the Sale Agent benefit your sale for Shares the sale of the Ordinary for will arrange Sale Agent selling costs, less the proceeds behalf and pay on your you. to and charges, duty and other taxes stamp brokerage, at the timing or price to in relation is given No guarantee or whether a sale can be achieved. sale will occur which any illustrative purposes only. The actual VWAP and number of actual VWAP The only. purposes illustrative on Conversion receive Holders may that Shares Ordinary be higher or lower may Date on the Scheduled Conversion number of In addition, if the total than in this example. of a in respect and issued be allotted to Shares Ordinary of a fraction includes holding of Notes Holder’s aggregate will be Share of an Ordinary fraction that Share, an Ordinary in in the example has not been considered This disregarded. this Section 2.2.7. can notify you Shares, Ordinary receive do not wish to If you than 15 Business time but no less any of this at Westpac and occurs If Conversion Date. the Conversion prior to Days receive do not wish to you that notified Westpac have you an Ineligible Holder are or if you Shares, Ordinary of Ordinary Shares that Holders will receive for each Note each Note for Holders will receive that Shares of Ordinary as be calculated would Date on the Scheduled Conversion follows: on the Scheduled Shares of the Ordinary the price Assuming of the value the aggregate is also $18.00, Date Conversion (calculated $101.01 be approximately would Shares Ordinary Share the Ordinary by Shares Ordinary 5.6117 multiplying by of $18.00). price is for in this Section 2.2.7 the example Please be aware, For example, assuming the VWAP is $18.00, the number is $18.00, the VWAP assuming example, For Summary they Note each for Holders will receive Upon Conversion, using calculated Shares number of Ordinary hold a variable formula: the following wish to receive receive wish to Ordinary or if I Shares am prohibited or restricted receiving from Ordinary Shares? Ordinary Shares Shares Ordinary if will I receive the Westpac 7 Capital Notes Converted? are What if I do not What Westpac will treat a Holder as not being an Ineligible Holder unless the Holder has otherwise notified it after the Issue Date and prior to the and prior to Date the Issue the Holder has otherwise notified it after a Holder as not being an Ineligible Holder unless will treat Westpac and is not effective and the Conversion Event Trigger or Non-Viability Event Trigger of a Capital because of the occurrence is occurring If Conversion (as the case may be) and Holders will lose all of the value of their investment in those Notes and they will not receive any compensation or unpaid compensation any will not receive and they in those Notes of their investment and Holders will lose all of the value be) (as the case may Distributions. Ordinary Shares are not issued for any reason to the Sale Agent by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion Date or Date Conversion Event the Capital Trigger after Day on the fifth Business 5.00pm by Sale Agent the to reason any for not issued are Shares Ordinary Event of such Capital Trigger in respect will not be Converted then: (i) those Notes be), (as the case may Date Conversion Event Trigger Non-Viability and (ii) all rights in subsequent date; on any or Transferred Redeemed and will not be Converted, be) (as the case may Event Trigger or Non-Viability Date Conversion Event Trigger or Non-Viability Date Conversion Event on the Capital Trigger immediately will be terminated those Notes to relation Conversion Date. 2.2.8 Topic 2.2.7 How many 11. Note: 10. Westpac Capital Notes 7

2.3 Optional Redemption and optional Transfer

Topic Summary Further Page(s) information

2.3.1 Westpac’s Westpac may elect to Redeem or Transfer: Westpac 111 to option to Capital 113, 123 • all or some of the Notes on 22 March 2027; or Redeem or Notes 7 Terms and 124 Transfer the • all of the Notes following a Tax Event or Regulatory Event. clauses 7, 8 and Westpac Redemption is subject to Westpac receiving APRA’s prior 16.2 (definition Capital Notes 7 written approval. There can be no certainty that APRA will of “Tax Event” provide its prior written approval. and “Regulatory Event”)

2.3.2 Tax Event A Tax Event will occur if Westpac determines, after receiving Section 2.1.6 22 to 23 a supporting opinion of reputable legal counsel or other tax and Westpac and 124 adviser in Australia experienced in such matters, that (as a Capital result of a Change of Law) there is a more than insubstantial Notes 7 Terms risk that: clause 16.2 (definition of • Westpac would be exposed to a more than de minimis “Tax Event”) adverse tax consequence or increased cost in relation to the 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 Issue Date, Westpac expected the event would occur.

2.3.3 Regulatory Broadly, a Regulatory Event will occur if Westpac determines, Westpac 123 Event after receiving a supporting opinion of reputable legal Capital counsel in Australia experienced in such matters or Notes 7 Terms confirmation from APRA that, as a result of a change of law clause 16.2 or regulation after the Issue Date: (definition of “Regulatory • more than de minimis additional requirements would be Event”) 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 Notes as Additional Tier 1 Capital of the Westpac Group. A Regulatory Event will not arise where, at the Issue Date, Westpac expected the event would occur.

2.3.4 Meaning of Redemption means Westpac will pay to Holders the Face Westpac 111 to 112 Redemption Value (initially $100 per Note) for each Note Redeemed. Capital and 123 Notes 7 Terms • Westpac may only Redeem Notes if it replaces them with clauses 7 capital of the same or better quality (and the replacement and 16.2 is done under conditions that are sustainable for the income (definition of capacity of Westpac) or obtains confirmation that APRA is “Redemption”) satisfied that Westpac does not have to replace the Notes. Holders cannot request Redemption of their Notes.

2.3.5 Meaning of Transfer means Westpac will arrange for a Nominated Westpac 112 to Transfer Party to undertake to purchase Notes from Holders for the Capital 113, 123 Face Value. On Transfer, Holders will receive the Face Value Notes 7 Terms and 124 (initially $100 per Note) for each Note from the Nominated clauses 8 and Party, paid in cash. 16.2 (definitions of “Transfer” • If the Nominated Party does not pay the Face Value to and Holders on 22 March 2027 or on a Transfer Date following “Nominated a Tax Event or Regulatory Event, the Transfer will not Party”) proceed and Holders will continue to hold their 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 Notes.

28 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 29 27 124 Page(s) 111, 123 and 124 28 111

Section 2.2.7 Westpac Capital 7 Terms Notes clause 16.2 (definition of “VWAP Period”) Further information Westpac Capital 7 Notes clauses Terms 6 and 16.2 of (definition and Event” “Tax “Regulatory Event”) Sections 2.3.2 and 2.3.3 Westpac 7 Capital Notes clauses Terms 6.2 and 6.4 Information about Westpac Capital Notes 7 Notes Capital about Westpac Information applies to applies to Section 2 Section Second Scheduled Second , which is deemed to apply to apply to , which is deemed to Optional Conversion Restriction Optional Conversion Tax Event or Regulatory Event. or Regulatory Event Tax less than or equal to 56.12% of the Issue Date Date of the Issue 56.12% equal to than or less the Convert chooses to Westpac where VWAP, and 2027; on 22 March Notes Date of the Issue 22.20% equal to than or less the Convert chooses to Westpac where VWAP, a following Date on an Optional Conversion Notes – – – – Event, it applies as if the reference to 50.51% referred referred 50.51% to it applies as if the reference Event, VWAP. Date of the Issue 20.20% to Once an Optional Conversion Notice has been sent, Notice an Optional Conversion Once the Converting from be prevented still may Westpac of the the operation by Notes Condition Conversion Optional as though the proposed Optional Conversion Date. a Scheduled Conversion were Date Conversion Condition Scheduled Conversion Second The otherwise applies as set out in Section 2.2.3, except on an Optional in the case of Optional Conversion that or Regulatory Event a Tax following Date Conversion The The not may Westpac that such Optional Conversion Business if on the second the Notes Convert elect to send an is to which Westpac on the date before Day of Ordinary the VWAP Notice Optional Conversion is: Shares the Notes on the Optional Conversion Date Optional Conversion on the the Notes to Convert the Notes (i.e., from sending an Optional sending from (i.e., the Notes Convert to Holders) to Notice Conversion A condition that may prevent Westpac from Converting Converting from Westpac prevent may that A condition A restriction that may prevent Westpac from choosing from Westpac prevent may that A restriction • • • all or some of the Notes on 22 March 2027; or 2027; on 22 March all or some of the Notes Event. or Regulatory Event a Tax following all of the Notes preceding, but not including, the Optional Conversion Date. but not including, the Optional Conversion preceding, The percentages used in the restrictions and conditions in and conditions used in the restrictions percentages The from derived are Optional Conversion this Section 2.4.2 for and the cap on the number of Ordinary precedents market under the Prudential be issued to permitted are that Shares guidance. and ratings Standards on an Optional Conversion Converted are If the Notes number of Ordinary a variable Holders will receive Date, the Conversion equal to Date on the Conversion Shares was the same manner as if Conversion in Number calculated Section (see Date on the Scheduled Conversion occurring Days will be 20 Business Period the VWAP that except 2.2.7), immediately place took Shares in Ordinary on which trading 2. 1. Restriction, Westpac may elect to Convert: to elect may Westpac Restriction, apply that or conditions types of restrictions two are There Optional Conversion: to Summary of the Optional Conversion satisfaction Subject to • • Optional Conversion Optional will receive on will receive an Optional Conversion Date Ordinary Ordinary Holders Shares or conditions or conditions on Optional Conversion Capital Notes Capital Notes 7? Westpac have have Westpac an option Convert to Westpac 2.4.3 Number of 2.4.2 Restrictions 2.4.1 When does Topic 2.4 Westpac Capital Notes 7

Topic Summary Further Page(s) information

2.4.4 Consequences If Westpac chooses to Convert the Notes (and gives an Westpac 111 if Conversion Optional Conversion Notice to Holders) but the Second Capital does not occur Scheduled Conversion Condition (applied as described in Notes 7 Terms on an Optional Section 2.4.2) prevents Conversion from occurring on the clause 6.5 Conversion Optional Conversion Date, Westpac will notify Holders and Date the Conversion will be deferred until the first Distribution Payment Date on which the Scheduled Conversion Conditions are satisfied as if that Distribution Payment Date was a Scheduled Conversion Date (the “Deferred Conversion Date”). The Scheduled Conversion Conditions apply to Conversion on the Deferred Conversion Date 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.

2.5 Automatic Conversion – Capital Trigger Event and Non-Viability Trigger Event

Topic Summary Further Page(s) information

2.5.1 Automatic Westpac must Convert all or some of the Notes following a: Westpac 108 to Conversion Capital 110 • Capital Trigger Event; or of Westpac Notes 7 Terms Capital Notes • Non-Viability Trigger Event. clauses 5.2 to 7 – Capital The Scheduled Conversion Conditions do not need to be 5.8 Trigger Event satisfied following a Capital Trigger Event or Non-Viability and Non- Trigger Event. Viability Trigger Event The proportion of Notes that will be Converted in these circumstances will be the number of Notes (or the percentage of the Face Value of the 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 Notes must be Converted at their full Face Value. If Conversion does not occur for any reason following a Capital Trigger Event or Non-Viability Trigger Event and Ordinary Shares are not issued for any reason by 5.00pm (Sydney time) on the fifth Business Day after the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be), then: • those Notes will not be Converted in respect of such Capital Trigger Event or Non-Viability Trigger Event (as the case may be) and will not be Converted, Redeemed or Transferred on any subsequent date; and • the Holder’s rights in relation to those Notes will be immediately and irrevocably terminated on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be), and Holders will lose all of the value of their investment in those Notes and they will not receive any compensation or unpaid Distributions.

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Further information Sections 4.1.5, 4.2.4 and 4.2.5 Westpac Capital 7 Terms Notes 5.2, clauses 5.1, 5.8 and 9.1 5.7, 5.125% 11.1%

Level 2 Sep-20 Information about Westpac Capital Notes 7 Notes Capital about Westpac Information 11.4% Level 1 10.8% Mar-20 11.1% Section 2 Section 10.7% Sep-19 11.0% AT1 Trigger 10.6% Mar-19 10.7% 10.6% Sep-18 10.5% 10.5% CET1 ratio - Level 2 Mar-18 10.4% 10.6% (Level 1 and Level 2 basis) (%) 2 basis) 1 and Level (Level Sep-17 10.4% 10.0% Mar-17 Westpac’s Common Equity Tier 1 Capital Ratio 1 Capital Ratio Tier Equity Common Westpac’s CET 1 ratio - Level 1 10.2% 9.5% Sep-16 of $26.3 billion of Common Equity Tier 1 Capital above the 1 Capital above Tier Equity of $26.3 billion of Common Common Westpac’s of 5.125%. level Event Capital Trigger as at 1 basis of 11.4% on a Level 1 Capital Ratio Tier Equity billion a surplus of $27.2 to equates 30 September 2020 the Capital Trigger 1 Capital above Tier Equity of Common of 5.125%. level Event about information more 4.2.5 for See Sections 4.2.4 to 1 Capital Ratio. Tier Equity Common Westpac’s the historical in this Section 2.5.2 illustrates graph The 1 on a Level of Westpac 1 Capital Ratio Tier Equity Common 2 basis. and Level Upon a Capital Trigger Event occurring, Westpac must must Westpac occurring, Event Upon a Capital Trigger any for does not occur if Conversion otherwise, (or Convert reason any for not issued are Shares Ordinary and reason after Day on the fifth Business time) (Sydney 5.00pm by the terminate Date, Conversion Event the Capital Trigger such (or number of the Notes that to), rights attaching as is sufficient of the Notes) Value of the Face percentage or write write-off conversion, any consideration (taking into either or both return to Securities) other Relevant of down or 1 Capital Ratio Tier Equity 1 Common Level the Westpac (as the Ratio 1 Capital Tier Equity 2 Common Level Westpac 5.125%. above to be) case may on a Level 2 1 Capital Ratio Tier Equity Common Westpac’s a surplus to equates 2020 30 September as at basis of 11.1% themselves and other holders of Relevant Securities or in a other holders of Relevant and themselves and fair in the opinion of Westpac, is otherwise, manner that as Westpac such adjustments to is subject This reasonable. on marketable the effect account into take to determine may whole numbers to round the need to and of Notes parcels or other Notes of any value and the face Shares of Ordinary effect and the need to on issue Securities remaining Relevant provided immediately, write-down or write-off the conversion, immediate does not impede the determination such that of Notes. number of the relevant Conversion determines, when Westpac will occur Event A Capital Trigger it believes, in writing that or APRA notifies Westpac or is equal to 1 Capital Ratio Tier Equity Common Westpac’s 2 basis. 1 or Level or both a Level on either than 5.125% less Summary following some of the Notes Convert to required is If Westpac Westpac Event, Trigger or Non-Viability Event a Capital Trigger basis among pro-rata approximate Holders on an treat must 9.7% Equity Tier 1 Capital Ratio. The ratio may be higher or lower and be higher or lower may ratio The Ratio. 1 Capital Tier Equity of changes in the level change, regulatory by be affected may events unexpected and/or calculations, capital, changes in RWA and financial condition. operations business, Westpac’s affecting The graph in this Section 2.5.2 is for illustrative purposes only illustrative in this Section 2.5.2 is for graph The Common Westpac’s or forecast guarantee and does not indicate,

Event Event Non-Viability Non-Viability Event Trigger (continued) Conversion Conversion of Westpac Capital 7 – Notes Capital Trigger and Event 2.5.2 Capital Trigger Topic 2.5.1 Automatic Westpac Capital Notes 7

Topic Summary Further Page(s) information

2.5.3 Non-Viability A Non-Viability Trigger Event will occur when APRA notifies Westpac 109, 110 Trigger Event Westpac in writing that it believes Conversion of the Notes Capital and 113 (or conversion, write-off or write down of other capital Notes 7 Terms instruments of the Westpac Group) or a public sector clauses 5.3, 5.4, injection of capital, or equivalent support, is necessary 5.7, 5.8 and 9.1 because, without it, Westpac would become non-viable. Upon a Non-Viability Trigger Event occurring, Westpac must Convert (or otherwise, if Conversion does not occur for any reason and Ordinary Shares are not issued for any reason by 5.00pm (Sydney time) on the fifth Business Day after the Non-Viability Trigger Event Conversion Date, terminate the rights attaching to), that number of the Notes (or such percentage of the Face Value of the Notes) as is necessary (when added to the amount of any other Relevant Securities converted, written-off or written down) to satisfy APRA that Westpac will no longer be non-viable. 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 Notes must be Converted at their full Face Value. Whether a Non-Viability Trigger Event will occur is at the discretion of APRA. APRA has not provided specific guidance on when it will consider an entity to be non-viable and there are currently no Australian precedents for this. However, APRA has indicated that non-viability is likely to arise prior to insolvency. Non-viability could be expected to include situations in which an entity is suffering from significant financial stress or cannot raise money in the public or private market.

2.5.4 How many If Notes are Converted following a Capital Trigger Event or Westpac 110, 113, Ordinary Non-Viability Trigger Event then in respect of each Note Capital 124 Shares will that is Converted, Holders will receive a number of Ordinary Notes 7 Terms I receive on Shares equal to the lower of: clauses 5.5, Conversion 5.7, 9.1 and • the Maximum Conversion Number (which, applied on a following a 16.2 (definition Conversion of this kind, is based on an Ordinary Share Capital Trigger of “VWAP price that reflects 20% of the Ordinary Share price at the Event or Period”) time of issue of the Notes); and Non-Viability Trigger Event? • the Conversion Number calculated in the same manner as if Conversion was occurring on the Scheduled Conversion Date (see Section 2.2.7) except that the VWAP Period will be the 5 Business Days in which trading of Ordinary Shares took place immediately preceding, but not including, the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date, as applicable. In addition, the Conversion of Notes into Ordinary Shares on a Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date is not subject to the Scheduled Conversion Conditions being satisfied. This means that, due to the application of the Maximum Conversion Number, depending on the market price of Ordinary Shares at the time, Holders may (in the case of a Capital Trigger Event) and are likely to (in the case of a Non-Viability Trigger Event) receive significantly less than approximately $101.01 per Note (based on the Initial Face Value of $100 per Note). If Holders receive Ordinary Shares worth less than the Face Value of the Notes, they will suffer loss as a consequence. The value received may be nothing if Conversion does not occur for any reason and Ordinary Shares are not issued for any reason by 5.00pm (Sydney time) on the fifth Business Day after the Capital Trigger Event Conversion Date or Non- Viability Trigger Event Conversion Date (as the case may be).

32 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 33 Page(s) 113 to 114

Further information Westpac Capital 7 Terms Notes to clauses 9.1 9.8 $2.97 $3.60 27.7778 $100.00 $100.00 $100.00 Information about Westpac Capital Notes 7 Notes Capital about Westpac Information 33.6700 Section 2 Section Ordinary Shares per Note Shares Ordinary Value Face VWAP Date x Issue 0.20 Divide by per Note Shares Ordinary Face Value Face x VWAP 0.99 Divide by The Maximum Conversion Number may be adjusted up or be adjusted Number may Maximum Conversion The the capital of Westpac affecting transactions reflect to down or other splits, consolidations share (including bonus issues, the (or cash payment any not involving similar transactions holders or by to of consideration) other form giving of any Capital as set out in the Westpac Shares) of Ordinary Number will not Maximum Conversion The 7 Terms. Notes affect which may other transactions reflect to be adjusted rights example, including, for Shares, of Ordinary the price or special dividends. of capital, buy-backs returns issues, than the Conversion Number of Ordinary Shares for each for Shares of Ordinary Number than the Conversion a Holder Shares the number of Ordinary a result, As Note. the to limited be would each Note for receive would each for Shares of Ordinary Number Maximum Conversion receive would a Holder of a single Note example, For Note. in the case of a Capital on Conversion Shares Ordinary 27 (as a fraction Event Trigger Non-Viability or Event Trigger of a Holder’s in respect be allotted to Share of an Ordinary If those will be disregarded). holding of Notes aggregate as the same price at sold on the ASX were Shares Ordinary $81.00, receive the Holder would (being $3.00), the VWAP of on their investment of $19.00 a loss suffering thereby of the Note. Value on the Initial Face $100.00 by Number will be announced Maximum Conversion The of the Notes. the time of issue at the ASX to Westpac Step 2 - Calculate the Maximum Conversion Number for Number for the Maximum Conversion 2 - Calculate Step the case of a Capital in Conversion applicable to each Note Event Trigger or Non-Viability Event Trigger of the Maximum Conversion the effect 3 - Assess Step Number Number is lower the Maximum Conversion In this example, The example in this Section 2.5.5 illustrates how many Ordinary Ordinary many how illustrates in this Section 2.5.5 example The a following on Conversion each Note for be issued may Shares assuming Event, Trigger or Non-Viability Event Capital Trigger This of $18.00. VWAP Date and an Issue $3.00 of a VWAP Issue actual VWAP, The purposes only. illustrative for is example be higher Number may and Maximum Conversion VWAP Date in be adjusted and may in this example, than provided or lower Notes Capital in the Westpac as outlined circumstances certain 7 Terms. Number of Ordinary the Conversion 1 - Calculate Step each Note for Shares Summary the limit is used to Number Conversion Maximum The Yes. Conversion on issued be to Shares number of Ordinary Event. Trigger Non-Viability or Event a Capital Trigger following Capital Trigger Capital Trigger or Event Non-Viability Event? Trigger on the number of Ordinary will I Shares on receive Conversion a following Is there a limit Is there Topic 2.5.5 Westpac Capital Notes 7

Topic Summary Further Page(s) information

2.5.6 What happens If for any reason Conversion of Notes does not occur Westpac 110 if Westpac (including, for example, due to applicable law, order of Capital does not issue a court or action of any government authority, including Notes 7 Terms Ordinary regarding the insolvency, Winding Up or other external clause 5.8 Shares for administration of Westpac, as a result of Westpac’s inability any reason or failure to comply with its obligations under the terms following a and conditions of the Notes in relation to Conversion, or as Capital Trigger a result of operational delays) and the Ordinary Shares are Event or not issued for any reason by 5.00pm (Sydney time) on the Non-Viability fifth Business Day after the Capital Trigger Event Conversion Trigger Event? Date or Non-Viability Trigger Event Conversion Date (as the case may be), then: • those Notes will not be Converted in respect of such Capital Trigger Event or Non-Viability Trigger Event (as the case may be) and will not be Converted, Redeemed or Transferred on any subsequent date; and • all rights in relation to those Notes will be terminated immediately on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be), and Holders will lose all of the value of their investment in those Notes and they will not receive any compensation or unpaid Distributions.

2.6 Automatic Conversion – Acquisition Event

Topic Summary Further Page(s) information

2.6.1 Automatic Westpac must Convert all of the Notes following an Westpac 110 Conversion Acquisition Event subject to a modified application of the Capital of Westpac Second Scheduled Conversion Condition (see Section 2.6.3). Notes 7 Terms Capital Notes clause 5.9 7 – Acquisition Event

2.6.2 Acquisition An Acquisition Event will occur where: Westpac 120 to Event Capital 121 • a takeover bid is made for Ordinary Shares and certain Notes 7 Terms conditions are satisfied; or clause 16.2 • a scheme of arrangement is proposed and approved and (definition of certain conditions are satisfied. “Acquisition However, an Acquisition Event will not have occurred where Event”) Westpac is replaced as the ultimate holding company of the Westpac Group by an Approved Successor in accordance with the Westpac Capital Notes 7 Terms.

2.6.3 Conditions on The Second Scheduled Conversion Condition will apply in Westpac 108 and Conversion a modified form following an Acquisition Event such that Capital 110 following an Conversion will not occur unless the VWAP of Ordinary Notes 7 Terms Acquisition Shares during the 20 Business Days12 before (but not clauses 4.2(a) Event including) the Acquisition Event Conversion Date is greater (ii) and 5.9(b) than 20.20% of the Issue Date VWAP.

Note: 12. If trading in Ordinary Shares after an Acquisition Event occurs for less than 20 Business Days, the VWAP Period will be the number of Business Days after the occurrence of the Acquisition Event on which trading in Ordinary Shares takes place, immediately preceding, but not including, the Business Day before the Acquisition Event Conversion Date.

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Capital Notes 7 Capital Notes clauses Terms and 2, 5.8, 9.9 13.4 Further information Section 2.2.7 Westpac Capital 7 Terms Notes clauses 5.9(b), 16.2 and 9.1 (definition of “VWAP Period”) Further information Sections 1.4, 5.1.12, 5.1.11, and 5.1.25, 5.1.26 Westpac Information about Westpac Capital Notes 7 Notes Capital about Westpac Information on 13 Section 2 Section Capital Trigger Event or Non-Viability Trigger Event (as Event Trigger or Non-Viability Event Capital Trigger or Redeemed Converted, and will not be be) the case may and subsequent date; on any Transferred will be terminated those Notes to all rights in relation Date Conversion Event on the Capital Trigger immediately (as the Date Conversion Event Trigger or Non-Viability be). case may those Notes will not be Converted in respect of such in respect will not be Converted those Notes the VWAP Period will be the 20 Business Days will be the 20 Business Period the VWAP immediately place took Shares in Ordinary which trading Event the Acquisition but not including, preceding, Date; Conversion will not apply; and Condition Scheduled Conversion the First applied will be Condition Conversion Scheduled the Second 20.20%. to a reference were 50.51% to as if the reference In these circumstances, Holders will lose all of the value of Holders will lose all of the value In these circumstances, any will not receive and they in those Notes their investment will and those Notes Distributions or unpaid compensation Up. in a Winding no ranking have holders of Ordinary Shares. holders of Ordinary a following of Notes Conversion reason any if for However, does not Event Trigger or Non-Viability Event Capital Trigger order law, applicable due to example, (including, for occur including authority, government or action of any of a court Up or other external Winding the insolvency, regarding inability of Westpac’s as a result of Westpac, administration and under the terms with its obligations comply to or failure or as a Conversion, to in relation of the Notes conditions not are Shares and the Ordinary delays) of operational result on the fifth time) (Sydney 5.00pm by reason any for issued Date Conversion Event the Capital Trigger after Day Business the case (as Date Conversion Event Trigger or Non-Viability then: be), may Summary are Notes the Up (and assuming of a Winding In the event or Converted not been Redeemed and have on issue still them terminated to or otherwise had the rights attaching Trigger or Non-Viability Event a Capital Trigger following of capital will a return receive the right of Holders to Event), equally among themselves Shares, of Ordinary ahead rank Ranking Capital Securities, but subordinated and with Equal in a Winding of the Notes ranking The Senior Creditors. to or Event if a Capital Trigger affected Up will be adversely such that is likely It occurs. Event Trigger a Non-Viability the requiring Up, a Winding prior to occur would an event Holders has occurred, Conversion If of Notes. Conversion with other equally and will rank Shares will hold Ordinary Number calculated in the same manner as if Conversion as if Conversion in the same manner Number calculated Date on the Scheduled Conversion occurring was adjustments: the following subject to (see Section 2.2.7), Summary Event, Acquisition an following Converted are If Notes of Ordinary number a variable receive Holders will the Conversion to equal Date on the Conversion Shares • • • • • Ranking of the Westpac Capital Notes 7 in a Winding Up a Winding 7 in Capital Notes Ranking of the Westpac Event? Ordinary Ordinary will Shares on I receive Conversion an following Acquisition Westpac Capital Westpac 7 in a Notes Up Winding If trading in Ordinary Shares after an Acquisition Event occurs for less than 20 Business Days, the VWAP Period will be the number of Business Days after after Days will be the number of Business Period VWAP the Days, than 20 Business less for occurs Event an Acquisition after Shares in Ordinary If trading the occurrence of the Acquisition Event on which trading in Ordinary Shares takes place, immediately preceding, but not including, the Business Day Day but not including, the Business preceding, immediately place, takes Shares in Ordinary on which trading Event of the Acquisition the occurrence Date. Conversion Event the Acquisition before Topic 2.6.4 How many 2.7.1 Ranking of Topic Note: 13. 2.7 Westpac Capital Notes 7

2.8 Other key features of the Westpac Capital Notes 7

Topic Summary Further Page(s) information

2.7.1 Ranking of For a diagrammatic representation of the way Notes will Westpac Capital rank on a Winding Up, see Section 1.4. Notes 7 in a For the potential effect on the assets of Westpac available to Winding Up meet the claims of a Holder in a Winding Up where Westpac (continued) is replaced by an Approved Successor as the ultimate holding company of the Westpac Group, see Section 5.1.26.

2.8.1 Approved Where Westpac is replaced as the ultimate holding Westpac 111 and Successor company of the Westpac Group by an Approved Successor Capital 118 to and certain other conditions are satisfied, Conversion of Notes 7 Terms 119 the Notes will not be triggered but Westpac may instead clauses 5.10 be allowed to make amendments (provided APRA’s prior and 13.4 written approval is obtained) to substitute the Approved Successor as the debtor of the Notes and the issuer of ordinary shares issued on Conversion and to make certain other amendments to the Westpac Capital Notes 7 Terms. 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 Notes and the issuer of ordinary shares on Conversion is effected under the Westpac Capital Notes 7 Terms, Holders will be obliged to accept Approved Successor Shares on Conversion, and will not receive Ordinary Shares on Conversion.

2.8.2 No restriction Westpac may issue other securities, including further Notes, Section 5.1.24 61 to 62 on future issues or other Capital Securities that rank equally with, ahead Westpac of securities by of or behind the Notes whether in respect of distributions, 119 Capital Westpac dividends, return of capital or principal in a Winding Up or Notes 7 Terms otherwise, without the approval of Holders. clause 14.2

2.8.3 Participation The Notes do not carry a right for Holders to participate in Westpac 119 in future issues new issues of Westpac securities. Capital of securities by Notes 7 Terms Westpac clause 14.7

2.8.4 No set-off Neither Westpac nor any Holder is entitled to set-off any Westpac 119 amounts due in respect of the Notes against any amount of Capital any nature owed by Westpac to the Holder or by the Holder Notes 7 Terms to Westpac (as applicable). clause 14.3

2.8.5 Voting rights Holders have no right to vote at any general meeting of Section 7.4.4 82 Westpac before Conversion. Westpac 119 Holders have certain voting rights which can be exercised at Capital a meeting of Holders, as set out in the Notes Deed Poll. Notes 7 Terms clause 14.7 Following Conversion, Holders will become holders of Ordinary Shares and have the voting rights that attach to Ordinary Shares.

36 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 37 Page(s) N/A

Further information See the Notes Deed Poll, at available Westpac’s at website www.westpac. com.au/ westpaccap notes7 Information about Westpac Capital Notes 7 Notes Capital about Westpac Information www.westpac. Section 2 Section . The Notes Deed Poll is is Deed Poll Notes . The the agreement of Westpac to observe its obligations as its obligations observe to of Westpac the agreement 7 Terms; Capital Notes set out in the Westpac and appoint the Registrar to on Westpac an obligation and maintain a Westpac establish to the Registrar procure and Register; 7 Capital Notes meetings of Holders. for provisions Poll on behalf of Holders. Each Holder can enforce the on behalf of Holders. Each Holder can enforce Poll and Poll Deed under the Notes of Westpac obligations independently of the 7 Terms Capital Notes the Westpac and each other Holder. Registrar can be viewed Deed Poll of the Notes copy An electronic at website Westpac’s from and downloaded com.au/westpaccapnotes7 this Prospectus. into reference by incorporated The Notes Deed Poll contains: Deed Poll Notes The Deed Poll, of the Notes terms the by Holders will be bound and this Prospectus 7 Terms Capital Notes the Westpac them or they to or transferred Allotted are when Notes Notes. purchase Deed Notes will hold the original executed Registrar The Summary a Instead, the Notes. for been appointed has not A trustee of in favour Westpac has been made by Deed Poll Notes time a Holder. to time from each person who is • • • Poll Topic 2.8.6 Notes Deed Reinvestment Offer for Westpac Capital Notes 3

SECTION 3

This Section sets out:

3.1 Overview of Westpac Capital Notes 3 and the Reinvestment Offer 3.2 Key details of the Reinvestment Offer 3.3 Options for Westpac Capital Notes 3 holders 3.4 Key differences between Westpac Capital Notes 3 and Westpac Capital Notes 7 3.5 Risks associated with the Reinvestment Offer 3.6 Further information about Westpac Capital Notes 3 and the Reinvestment Offer

38 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 39 Non-Participating Westpac Westpac Non-Participating Participating Westpac Capital Westpac Participating Reinvestment Offer for Westpac Capital Notes 3 Notes Capital Westpac for Offer Reinvestment Section 3 Section . . Westpac Capital Notes 3 that are not reinvested in Westpac Capital Notes 7 under Capital Notes in Westpac not reinvested are 3 that Capital Notes . Westpac arrange for the transfer of all or some Westpac Capital Notes 3 for their face value of value their face 3 for Capital Notes of all or some Westpac the transfer for arrange and/or Westpac; by party selected third a nominated $100 to of $100 (subject value their face for 3 Capital Notes all or some Westpac redeem and/or not be given); or may may which approval, to APRA Shares. Ordinary 3 into Notes Capital all or some Westpac convert of the Reinvestment Offer and will be dealt with in accordance with the Westpac Capital with the Westpac will be dealt with in accordance and Offer of the Reinvestment 3 will Capital Notes Westpac the Non-Participating to All rights attaching Terms. Notes 3 be paid. to determined distributions any including to continue, Capital the Westpac to transferred 3 are Capital Notes Westpac If Non-Participating Section 3.1.2), (see Westpac by as intended 2021 on 22 March Party Nominated Notes 3 3) will be paid to Capital Note Westpac ($100 per Non-Participating proceeds the transfer 3 Holders. Capital Notes Westpac Non-Participating To facilitate the Reinvestment Offer, Westpac lodged a transfer notice in respect of in respect notice lodged a transfer Westpac Offer, the Reinvestment facilitate To In accordance 2020. on 4 November 3 only on the ASX Capital Notes Westpac Participating the to 3 will be transferred Capital Notes Westpac Participating any notice, transfer with that proceeds and the transfer 2020 on 4 December Party 3 Nominated Capital Notes Westpac the towards applied 3) will be automatically Capital Note Westpac ($100 per Participating 3 Holders will Capital Notes Westpac Participating 7. Notes Capital Westpac subscription for 3. Capital Note Westpac Participating each 7 for Capital Note one Westpac be Allocated completion following on issue remain 3 will Capital Notes Westpac Non-Participating Any Notes 3 Nominated Party. The transfer notice will be lodged on the ASX when issued by by when issued on the ASX will be lodged notice transfer The Party. 3 Nominated Notes Westpac. 3 Holders to Capital Notes Eligible Westpac is an opportunity for Offer Reinvestment The 7 Capital Notes 3 in Westpac Capital Notes all or some of their Westpac reinvest apply to Capital in Westpac reinvestment 7). Any Capital Notes additional Westpac (and apply for 3 on 22 March Capital Notes of Westpac transfer the intended before 7 will occur Notes 2021. 7 under the Capital Notes in Westpac reinvested are 3 that Capital Notes Westpac as in this Prospectus to referred are Offer Reinvestment 3 Notes as in this Prospectus to referred are Offer the Reinvestment 3 Capital Notes Westpac Capital Notes 3 are fully paid, non-cumulative, convertible, transferable, transferable, convertible, fully paid, non-cumulative, 3 are Capital Notes Westpac acting through Westpac by issued notes perpetual, unsecured subordinated, redeemable, and trade 2015 on 8 September issued 3 were Capital Notes Westpac branch. its London “WBCPF”. under the code on ASX to: Terms 3 Capital Notes has the option under the Westpac Westpac 2021, On 22 March Capital Westpac all outstanding transfer to notice a transfer issue to intends Westpac Capital the Westpac to 2021 3) on 22 March Capital Note $100 per Westpac 3 (for Notes Summary • • • Overview of Westpac Capital Notes 3 and the Reinvestment the Reinvestment 3 and Notes Capital Westpac of Overview Offer Notes 3? to Non- to Participating Westpac Capital Notes 3? Participating to Westpac Capital 3 upon Notes reinvestment? between between Participating Westpac Capital Notes 3 and Non- Participating Westpac Capital Reinvestment Reinvestment Offer? difference happening Westpac to Capital Notes 3? Westpac Westpac Capital Notes 3? What is the What What is the What 3.1.6 What happens 3.1.5 What happens 3.1.4 3.1.3 3.1.2 What is Topic 3.1.1 What are 3.1 Westpac Capital Notes 7

3.2 Key details of the Reinvestment Offer

Topic Summary

3.2.1 Who is eligible To be eligible to participate in the Reinvestment Offer, Westpac Capital Notes 3 holders to participate must be registered holders of Westpac Capital Notes 3 shown on the Register at 7.00pm in the (Sydney time) on the Reinvestment Offer Record Date, being 28 October 2020 as having an Reinvestment address in Australia. Offer?

3.2.2 What will Participating Westpac Capital Notes 3 Holders will be Allocated one Westpac Capital Note 7 Participating for each Participating Westpac Capital Note 3 reinvested on 4 December 2020 and will be Westpac Capital entitled to the distributions on Westpac Capital Notes 3 set out in Option 1 in Section 3.3. Notes 3 Holders receive?

3.2.3 How do I apply Please refer to Section 8.2.1 for details of how to apply under the Reinvestment Offer. to participate in the Reinvestment Offer?

3.2.4 Do Applications Westpac will give priority to Applications received under the Reinvestment Offer (including received under Applications made through Syndicate Brokers) when Allocating the Westpac Capital the Reinvestment Notes 7. This priority does not apply to Applications for additional Westpac Capital Notes 7 Offer have by Eligible Westpac Capital Notes 3 Holders (as further described in Option 1 in Section 3.3). priority?

3.2.5 Can Westpac No. Eligible Westpac Capital Notes 3 Holders who apply to participate in the Reinvestment Capital Notes 3 Offer are taken to agree to a holding lock being placed on their Westpac Capital Notes 3 be sold after elected for reinvestment, pending completion of the Reinvestment Offer. Once the holding an Application lock has been applied, you will not be able to dispose of or otherwise successfully deal with under the those Participating Westpac Capital Notes 3. Reinvestment Offer has been made?

3.2.6 Is any brokerage No brokerage or stamp duty is payable on the reinvestment of the transfer proceeds of or stamp duty Participating Westpac Capital Notes 3 under the Reinvestment Offer or an Application for payable? additional Westpac Capital Notes 7.

3.3 Options for Westpac Capital Notes 3 holders Eligible Westpac Capital Notes 3 Holders have two options to consider which are described in the table below. Participation in the Reinvestment Offer is optional for Eligible Westpac Capital Notes 3 Holders.

Topic Summary

Option 1 – Reinvest • Eligible Westpac Capital Notes 3 Holders may apply to participate in the Reinvestment all or some of your Offer in respect of all or some of their Westpac Capital Notes 3 held on the Reinvestment Westpac Capital Offer Record Date. See Section 8.2.1 for details on how to apply. Notes 3 in Notes • You do not need to submit an Application Payment in respect of Westpac Capital If you choose not Notes 3 being reinvested as the transfer proceeds ($100 per Westpac Capital Note 3) will to participate in the be automatically reinvested in the equivalent number of Westpac Capital Notes 7. Reinvestment Offer or • If you choose to reinvest all of your Westpac Capital Notes 3, you may also apply for to participate in the additional Westpac Capital Notes 7. You will need to submit an Application Payment for Reinvestment Offer any additional Westpac Capital Notes 7. See Section 8.2.1 for details on how to apply. only in respect of • You will be paid the First Pro-Rata Westpac Capital Notes 3 Distribution of $0.5726 on some of your Westpac 4 December 2020 for each Participating Westpac Capital Note 3 held on the record date, Capital Notes 3, please being 26 November 2020, provided the distribution payment conditions in the Westpac also refer to Option 2 Capital Notes 3 Terms are satisfied. This is the last distribution you will receive on any in respect of any Non- Participating Westpac Capital Notes 3. Participating Westpac Capital Notes 3 • If you have elected to participate in the Reinvestment Offer in respect of only some of your Westpac Capital Notes 3, please see Option 2 below in relation to distributions intended to be paid on any Non-Participating Westpac Capital Notes 3.

40 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 41 margin of 4.00% per annum of 4.00% margin Westpac Capital Notes 3 Capital Notes Westpac branch its London acting through Westpac, WBCPF rate floating non-cumulative, Discretionary, in arrear, quarterly payable distributions, of distribution the satisfaction subject to conditions payment Reinvestment Offer for Westpac Capital Notes 3 Notes Capital Westpac for Offer Reinvestment Section 3 Section the First Pro-Rata Westpac Capital Notes 3 Distribution of $0.5726 on 4 December 2020 on 4 December of $0.5726 Distribution 3 Capital Notes Westpac Pro-Rata the First 2020; being 26 November date, 3 held on the record Capital Note each Westpac for for 2020 on 22 December 3 Distribution Notes Capital Westpac Pro-Rata the Second and 2020; December being 14 date, the record 3 held on Capital Note each Westpac each for 2021 on 22 March 3 Distribution Capital Notes Final Westpac the intended 2021, being 12 March date, 3 held on the record Capital Note Westpac – – – Participating Westpac Capital Notes 3 on ASX at the prevailing market price, which may may which price, market the prevailing at 3 on ASX Capital Notes Westpac Participating to were transfer of $100 (if the intended proceeds than the transfer be higher or lower be 12 March to 3 is expected Capital Notes Westpac for of trading day last The occur). 3 will not be Capital Notes of Westpac transfers off-market that expected It is also 2021. if you applicable brokerage pay to be required may You 2021. 12 March after accepted 3 on ASX. Capital Notes sell Westpac choose to the Westpac Capital Notes 3 Nominated Party on 22 March 2021. If the intended transfer transfer If the intended 2021. on 22 March Party 3 Nominated Capital Notes the Westpac Non-Participating of $100 per proceeds be paid the transfer will you occur, to were date. hold on that still you 3 that Capital Note Westpac 3: Capital Notes Westpac on Non-Participating distributions will be paid the following You – – – Capital in the Westpac conditions payment the distribution that in each case provided satisfied. are 3 Terms Notes their Non- sell choose to 3 Holders may Capital Notes Westpac Non-Participating If you are a Non-Participating Westpac Capital Notes 3 Holder, no further action is no 3 Holder, Capital Notes Westpac Non-Participating a are If you 3, Capital Notes Westpac Non-Participating hold your to continue can and you required 3 Terms. Notes Capital with the Westpac with in accordance which will be dealt 3 to Capital Notes Westpac of all remaining the transfer for arrange to intends Westpac Margin of 3.40% per annum Margin Note – unsecured subordinated debt obligation debt subordinated – unsecured Note floating non-cumulative, Discretionary, in quarterly payable Distributions, rate of the the satisfaction subject to arrear, Conditions Payment Distribution Yes x (1 – tax rate) rate) + 3 month BBSW (margin Westpac Capital Notes 7 Capital Notes Westpac Westpac $100 WBCPJ Summary • • • • Key differences between Westpac Capital Notes 7 and Capital Notes Westpac between differences Key 3 Capital Notes Westpac Margin Expected to be fully to Expected franked rate Distribution Legal form Legal Distributions ASX code ASX Issuer Issuer price Issue Reinvestment Offer Reinvestment Topic – Do not Option 2 in the participate Capital Notes 3 and the Westpac Capital Notes 7. If you have any questions about the differences between Westpac Westpac between about the differences questions any have If you 7. Capital Notes 3 and the Westpac Capital Notes adviser financial or other professional your from should seek advice you 7, Capital Notes 3 and the Westpac Capital Notes 7. Capital Notes in the Westpac invest deciding to before key differences between Westpac Capital Notes 3 and the Westpac Capital Notes 7 which you should be aware of before of before should be aware 7 which you Capital Notes 3 and the Westpac Capital Notes Westpac between differences key Offer. the Reinvestment 3 under Capital Notes Westpac your reinvest deciding whether to 7 and Notes Capital 3 and the Westpac Capital Notes of Westpac features table describes the key following The Westpac between of the differences description table is not an exhaustive them. This between highlights the differences The terms and conditions of Westpac Capital Notes 3 and Westpac Capital Notes 7 are similar. However, there are some are there However, similar. 7 are Capital Notes 3 and Westpac Capital Notes of Westpac and conditions terms The 3.4 Westpac Capital Notes 7

Westpac Capital Notes 7 Westpac Capital Notes 3

Maturity date No fixed maturity date but scheduled No fixed maturity date but scheduled to to Convert into Ordinary Shares on convert into Ordinary Shares on 22 March 22 March 2029 (subject to satisfaction of 2023 (subject to satisfaction of scheduled the Scheduled Conversion Conditions) conversion conditions)

Redemption at Yes, on 22 March 2027, and in certain Yes, on 22 March 2021 and in certain the issuer’s option specified circumstances (as described in specified circumstances (subject to APRA’s Section 2.3) prior written approval)

Transfer to a Yes, on 22 March 2027, and in certain Yes, in respect of Participating Westpac nominated party at specified circumstances (see Section 2.3) Capital Notes 3 on 4 December 2020 or the issuer’s option in respect of Non-Participating Westpac Capital Notes 3 on 22 March 2021

Potential conversion Yes, Scheduled Conversion on Yes, scheduled conversion on 22 March to Ordinary Shares 22 March 2029, (as described in Section 2023, optional conversion on 22 March 2021 (other than on a 2.2), Optional Conversion (as described or following an acquisition event, in each Capital Trigger Event in Section 2.4) or following an Acquisition case subject to certain conditions or Non-Viability Event (as described in Section 2.6), each Trigger Event) being subject to certain conditions

Conversion to Yes, following a Capital Trigger Event or Non-Viability Trigger Event Ordinary Shares on a If a Capital Trigger Event or Non-Viability Trigger Event occurs and Conversion of the Capital Trigger Event notes does not occur for any reason and Ordinary Shares are not issued for any reason by or Non-Viability 5.00pm (Sydney time) on the fifth business day after the Capital Trigger Event Conversion Trigger Event Date or Non-Viability Trigger Event Conversion Date (as the case may be), then all rights in relation to those notes will be terminated immediately on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be) (and holders will lose all of the value of their investment in those notes and they will not receive any compensation or unpaid distributions) In the event of Conversion following a Capital Trigger Event or Non-Viability Trigger Event the Maximum Conversion Number may limit the number of Ordinary Shares to be issued. See Section 2.5.5, which applies equally to Westpac Capital Notes 7 and Westpac Capital Notes 3

Ranking in a Winding If notes are on issue at the time of a Winding Up, they will rank ahead of Ordinary Shares, Up of Westpac equally among themselves and with all Equal Ranking Capital Securities and behind Senior Creditors (including depositors and holders of Westpac’s senior or less subordinated debt) of Westpac However, it is likely that a Capital Trigger Event or Non-Viability Trigger Event would occur prior to a Winding Up If notes have been Converted into Ordinary Shares, holders will become holders of Ordinary Shares and will rank equally with other holders of Ordinary Shares If conversion is not possible following a Capital Trigger Event or a Non-Viability Trigger Event, all rights in relation to those notes will be terminated immediately on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be) and holders will lose all of the value of their investment in those notes. In these circumstances, those notes will have no ranking in a Winding Up

42 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 43 Reinvestment Offer for Westpac Capital Notes 3 Notes Capital Westpac for Offer Reinvestment Section 3 Section of the First Pro-Rata Westpac Capital Notes 3 Distribution and the Second and the Second 3 Distribution Capital Notes Westpac Pro-Rata of the First transfer of Participating Westpac Capital Notes 3 to the Westpac Capital Notes Capital Notes the Westpac 3 to Capital Notes Westpac of Participating transfer the Capital Westpac per Participating $100 for 2020 on 4 December Party 3 Nominated Note 3; 3 Capital Notes Westpac of Participating or conversion redemption the potential on 4 December Party 3 Nominated Capital Notes the Westpac to their transfer following and 2020; the payment 3 Distribution. Capital Notes Westpac Pro-Rata depend on your individual circumstances. You should obtain your own taxation advice advice taxation own should obtain your You individual circumstances. depend on your 3. Capital Notes hold or dispose of Westpac you before The amended Westpac Capital Notes 3 Terms were lodged by Westpac with the ASX on the ASX with Westpac lodged by were Terms 3 Capital Notes amended Westpac The 2020. 4 November 3 holders will be made in accordance Capital Notes all Westpac to payments Distribution amend these may You on the Register. recorded instructions payment with your the for date on the record time) (Sydney 5.00pm up to with the Registrar instructions payment. relevant will be automatically proceeds 3, transfer Capital Notes Westpac of Participating In respect 7. Capital Notes Westpac for the subscription applied towards in of participating consequences taxation about the general information Section 6 provides Offer. the Reinvestment will Offer in the Reinvestment of participating consequences taxation Australian The Summary the facilitate primarily to 3 Terms Capital Notes the Westpac has amended Westpac enable: to in particular Offer, Reinvestment Westpac Capital Notes 7 and in Westpac, see Section 5. These risks should be considered risks should be considered see Section 5. These 7 and in Westpac, Capital Notes Westpac the Reinvestment 7 under Capital Notes in Westpac reinvest apply to you before carefully 7. Capital Notes additional Westpac or apply for Offer Capital of Westpac Allocation the full not receive may you risks that also the are There of (and the transfer does not proceed the Offer or that apply for you 7 that Notes in Section 3.3 and See Option 2 3 does not occur). Capital Notes Westpac Participating further details. Section 3.6.4 for Non- any 7 and Capital Notes hold both Westpac you Offer, the Reinvestment If following and terms securities with different will hold two 3, you Capital Notes Westpac Participating 3 Capital Notes Westpac Non-Participating your Westpac, by as intended until, conditions 2021. on 22 March Party 3 Nominated Notes Capital the Westpac to transferred are Summary in Westpac will be making an investment you Offer, in the Reinvestment participating By in investment an to about the risks relating further information For 7. Capital Notes • • • Further information about Westpac Capital Notes 3 and the Capital Notes about Westpac Further information Offer Reinvestment Risks associated with the Reinvestment Offer Reinvestment with the associated Risks the taxation the taxation consequences of the Reinvestment Offer? payments of payments distributions and transfer be proceeds made? the Westpac the Westpac Capital Notes 3 been Terms amended? risks associated risks associated with the Reinvestment Offer? What are the are What 3.6.3 What are 3.6.2 How will Topic 3.6.1 Why have 3.5.1 Topic 3.6 3.5 Westpac Capital Notes 7

Topic Summary

3.6.4 What happens If you have elected to apply to reinvest all or some of your Westpac Capital Notes 3 under if the Offer the Reinvestment Offer and the Offer does not proceed, your Westpac Capital Notes 3 will does not remain on issue and be dealt with in accordance with the Westpac Capital Notes 3 Terms. proceed? You will be paid: • the First Pro-Rata Westpac Capital Notes 3 Distribution on 4 December 2020 for each Westpac Capital Note 3 held on the record date, being 26 November 2020 (provided the distribution payment conditions in the Westpac Capital Notes 3 Terms are satisfied); • the Second Pro-Rata Westpac Capital Notes 3 Distribution on 22 December 2020 for each Westpac Capital Note 3 held on the record date, being 14 December 2020 (provided the distribution payment conditions in the Westpac Capital Notes 3 Terms are satisfied); • the transfer proceeds of $100 per Westpac Capital Note 3 you still hold on 22 March 2021 (provided all remaining Westpac Capital Notes 3 are transferred to the Westpac Capital Notes 3 Nominated Party on 22 March 2021 as intended by Westpac); and • the intended Final Westpac Capital Notes 3 Distribution on 22 March 2021 for each Westpac Capital Note 3 held on the record date for that distribution (provided the distribution payment conditions in the Westpac Capital Notes 3 Terms are satisfied).

3.6.5 What will If the transfer in respect of Non-Participating Westpac Capital Notes 3 does not occur happen if the as intended on 22 March 2021 for any reason, the Non-Participating Westpac Capital transfer of Non- Notes 3 will remain on issue and all rights attaching to them will continue, including to Participating any distributions determined to be paid, until otherwise dealt with in accordance with the Westpac Westpac Capital Notes 3 Terms. See Section 3.4 for a description of the key features of Capital Notes 3 Westpac Capital Notes 3. does not occur as intended?

44 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 45

Funding and liquidity Overview of Westpac’s business including summary financial information business Westpac’s of Overview and capital ratios Capital management strategy

4.3 This Section sets out: This 4.1 4.2

SECTION 4 About Westpac About the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain with them, you or the risks associated work they how do not fully understand If you investment. of all of your the loss advice. professional CAUTION – Westpac Capital Notes 7 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable riskier than bank deposits and may are not deposit liabilities of Westpac, 7 are Capital Notes – Westpac CAUTION result in could the Notes with associated and the risks to understand them difficult make may complexity Their some investors. for Westpac Capital Notes 7

Business provides business banking products and services 4.1 Overview of Westpac’s for Australian SME and Commercial customers (including business including summary Agribusiness) generally up to $200 million in exposure. The division also serves Private Wealth. SME includes financial information relationship managed and non-relationship managed SME customers. The division offers a wide range of 4.1.1 Overview of Westpac’s business banking products and services to support their borrowing, Westpac is one of the four major banking organisations in payments and transaction needs. In addition, specialist Australia and one of the largest banking organisations in services are provided for cash flow finance, trade finance, New Zealand. Westpac provides a broad range of banking equipment finance and property finance. Business operates and financial services in these markets, including consumer, under the Westpac, St.George, BankSA, and Bank of business and institutional banking and wealth management Melbourne brands. Business works with Consumer, WIB, services. and Specialist Businesses in the sale, referral and service of select financial services and risk management products Westpac has branches, affiliates and controlled entities (including corporate superannuation, foreign exchange and throughout Australia, New Zealand, Asia and in the Pacific interest rate hedging). region, and maintains branches and offices in some of the key financial centres around the world. Westpac Institutional Bank (“WIB”) delivers a broad range of financial products and services to corporate, institutional and As at 30 September 2020, Westpac and its controlled government customers operating in, or with connections to, entities had total assets of approximately $912 billion. Australia and New Zealand. WIB operates through dedicated Westpac’s Ordinary Shares and certain other securities are industry relationship and specialist product teams, with quoted on ASX and, as at 10 November 2020, Westpac’s expert knowledge in financing, transactional banking, and Ordinary Share market capitalisation was approximately financial and debt capital markets. Customers are supported $67 billion. throughout Australia and via branches and subsidiaries The performance of Ordinary Shares during the period located in New Zealand, the US, UK and Asia. WIB works with from 10 November 2010 to 10 November 2020 is set out in all the Westpac Group’s divisions in the provision of markets’ the graph in this Section 4.1.1. related financial needs including foreign exchange and fixed interest solutions. Westpac Ordinary Shares daily closing price1 Westpac New Zealand provides banking, wealth and $45 insurance products and services for consumer, business $40 and institutional customers in New Zealand. Westpac $35 conducts its New Zealand banking business through $30 two banks: Westpac New Zealand Limited, which is

$25 incorporated in New Zealand, and Westpac Banking

$20 Corporation (New Zealand Branch), which is incorporated in Australia. Westpac New Zealand operates through a $15 network of branches and ATMs in both the North and $10 South Islands. Business and institutional customers are also $5 served through relationship and specialist product teams. $0 Banking products and services are provided under the Nov-2010 Nov-2012 Nov-2014 Nov-2016 Nov-2018 Nov-2020 Westpac brand while insurance and wealth products are 4.1.2 Organisational structure provided under Westpac Life and BT brands, respectively. Westpac New Zealand maintains its own infrastructure, Westpac’s business is focused in Australia and New Zealand, including technology, operations and treasury in operating under multiple brands. The Westpac Group accordance with regulatory requirements. operates through an extensive branch and ATM network, significant online capability, and call centres supported Specialist Businesses provides automobile finance, by specialist relationship and product managers. Our Australian life, general and lenders mortgage insurance, operations comprise the following key divisions: investment product and services (including margin lending and equities broking), superannuation and retirement Consumer is responsible for sales and service of banking products as well as wealth administration platforms. It also products, including mortgages, credit cards, personal manages Westpac Pacific which provides a full range of loans, and savings and deposit products to consumer banking services in Fiji and Papua New Guinea. The division customers in Australia. Banking products are provided operates under the Westpac, St.George, BankSA, Bank of under the Westpac, St.George, BankSA, Bank of Melbourne, Melbourne, and BT brands. Specialist Businesses works and RAMS brands. Consumer works with Business, WIB, with Consumer, Business and WIB in the provision of select and Specialist Businesses in the sales, service, and referral financial services and products. The businesses within the of certain financial services and products including general division have undergone a strategic review process and the and life insurance, superannuation, platforms, auto lending outcome is that Westpac does not view itself as the long- and foreign exchange. term owner of these businesses and will seek to exit them over time as market conditions permit.

Note: 1. Past performance is not necessarily an indicator of future performance. Source: IRESS

46 1 Section 4 About Westpac

Westpac Group Businesses include: • Group Technology, which is responsible for technology strategy and architecture, infrastructure and operations, • Treasury, which is responsible for the management of applications development and business integration in the Westpac Group’s balance sheet including wholesale Australia; and 2 funding, capital and the management of liquidity. Treasury also manages the interest rate risk and foreign • Core Support, which comprises Westpac Group exchange risks inherent in the balance sheet, including support functions, including Australian banking managing the mismatch between Westpac Group operations, property services, strategy, finance, risk, assets and liabilities. Treasury’s earnings are primarily compliance, legal, human resources, and customer and sourced from managing the Westpac Group’s balance corporate relations.

sheet and interest rate risk, (excluding Westpac New 3 Zealand) within set risk limits; 4.1.3 Consolidated Income Statement and selected financial information2

Reported Reported 30 September 30 September 2019 2020 4

$m $m Interest income 33,222 27,047 Interest expense (16,315) (10,351) Net interest income 16,907 16,696 5 Non-interest income 3,742 3,487 Net operating income before operating expenses and impairment charges 20,649 20,183 Operating expenses (10,106) (12,739) Impairment charges (794) (3,178)

Profit before income tax 9,749 4,266 6 Income tax expense (2,959) (1,974) Net profit for the period 6,790 2,292 Profit attributable to non-controlling interests (6) (2) Net profit attributable to owners of Westpac Banking Corporation 6,784 2,290 6 Selected financial information Expense to income ratio 48.9% 63.1% Statutory earnings per Ordinary Share – basic (cents) 196.5 63.7 Fully franked dividends per Ordinary Share (cents) 174 31 7 8 APPENDIX A APPENDIX B

Note: 2. The Consolidated Income Statement has been derived from Westpac’s audited financial report as at and for the year ended 30 September 2020.

47 Westpac Capital Notes 7

4.1.4 Consolidated Balance Sheet and unaudited pro-forma Consolidated Balance Sheet3

Reported Reported Pro-forma 30 September 30 September Pro-forma 30 September 2019 2020 Adjustments 2020 $m $m $m $m Assets Cash and balances with central banks 20,059 30,129 636 30,765 Collateral paid 5,930 4,778 4,778 Trading securities and financial assets measured at fair value through income statement and investment securities 105,182 132,206 132,206 Derivative financial instruments 29,859 23,367 23,367 Loans 714,770 693,059 693,059 Life insurance assets 9,367 3,593 3,593 Other assets 21,459 24,814 24,814 Total assets 906,626 911,946 636 912,582 Liabilities Collateral received 3,287 2,250 2,250 Deposits and other borrowings 563,247 591,131 591,131 Other financial liabilities 29,215 40,925 40,925 Derivative financial instruments 29,096 23,054 23,054 Debt issues 181,457 150,325 150,325 Life insurance liabilities 7,377 1,396 1,396 Other liabilities 5,614 10,842 10,842 Total liabilities excluding loan capital 819,293 819,923 819,923 Loan capital 21,826 23,949 636 24,585 Total liabilities 841,119 843,872 636 844,508 Net assets 65,507 68,074 68,074 Shareholders’ equity Total equity attributable to owners of Westpac Banking Corporation 65,454 68,023 68,023 Non-controlling interests 53 51 51 Total shareholders’ equity and non- controlling interests 65,507 68,074 68,074

Impact of the issue of the Westpac Capital Notes 7 on • an issue of $1.4 billion of Notes4, less Offer costs Westpac’s consolidated balance sheet of $14 million; and The unaudited pro-forma balance sheet shows the • the redemption of $750 million of Westpac Capital adjustments that would be made to Westpac’s Notes 3.5 consolidated balance sheet as at 30 September 2020, There is no impact from the pro-forma adjustments assuming: to Westpac’s net assets and shareholders’ equity. The anticipated proceeds received under the Offer will be used by Westpac for general business purposes.

Note: 3. The Consolidated Balance Sheet has been derived from Westpac’s audited financial report as at 30 September 2020. 4. Westpac may raise more or less than $1.4 billion under the Offer and these figures will be impacted accordingly. 5. This assumes $750 million of Westpac Capital Notes 3 are reinvested in Notes. The actual Westpac Capital Notes 3 reinvestment rate may be more or less and this figure will be impacted accordingly.

48 1 Section 4 About Westpac

4.1.5 Capital adequacy position and pro-forma capital adequacy position (Level 1 and 2)6

Reported Reported Pro-forma Pro-forma Capital ratios 2 (Level 1) 30 September 30 September Adjustments 30 September 2019 2020 2020 Common Equity Tier 1 Capital Ratio 11.0% 11.4% - 11.4%7 Additional Tier 1 Capital Ratio 2.2% 2.1% 0.15% 2.3% Tier 1 Capital Ratio 13.2% 13.5% 0.15% 13.7% Tier 2 Capital Ratio 2.9% 3.2% - 3.2% 3 Total Capital Ratio 16.1% 16.7% 0.15% 16.9%

Capital and Leverage ratios Reported Reported Pro-forma Pro-forma (Level 2) 30 September 30 September Adjustments 30 September

2019 2020 2020 4 Common Equity Tier 1 Capital Ratio 10.7% 11.1% - 11.1%7 Additional Tier 1 Capital Ratio 2.2% 2.1% 0.15% 2.3% Tier 1 Capital Ratio 12.8% 13.2% 0.15% 13.4% Tier 2 Capital Ratio 2.8% 3.1% - 3.1% Total Capital Ratio 15.6% 16.4% 0.15% 16.5%

APRA leverage ratio 5.7% 5.8% 0.06% 5.8% 5

Impact of the issue of the Westpac Capital Notes 7 on • Level 2, the consolidation of Westpac and all its Westpac’s Level 2 capital adequacy position subsidiary entities (including offshore subsidiaries such as Westpac New Zealand Limited) except those entities The table in this Section 4.1.5 shows the unaudited pro- specifically excluded by APRA regulations such as forma capital adequacy position as at 30 September 2020 insurance or wealth management subsidiaries; and

assuming the following pro-forma adjustments: 6 • Level 3, the consolidation of Westpac and all its • the issue of $1.4 billion of Notes8; and subsidiary entities. • the redemption of $750 million of Westpac Capital Notes 3.9 APRA measures an ADI’s regulatory capital as a On a Level 1 basis, the pro-forma adjustments increase the percentage of RWA, by reference to: Tier 1 Capital Ratio and Total Capital Ratio by 0.15%. On a Level 2 basis, the pro-forma adjustments increase the Tier 1 • Common Equity Tier 1 Capital (“CET1”), the highest quality components of capital that consists of paid- Capital Ratio and Total Capital Ratio by 0.15%. 6 up share capital, retained profits and certain reserves, less certain intangible assets, capitalised expenses 4.2 Capital management strategy and software, and investments and retained profits in insurance and funds management subsidiaries that are and capital ratios not consolidated for capital adequacy purposes. The 4.2.1 Capital adequacy framework ratio of CET1 to RWA is called the “Common Equity

Tier 1 Capital Ratio” (“CET1 Ratio”); 7 APRA is the prudential regulator of the Australian financial • Tier 1 Capital, being the sum of Common Equity Tier 1 services industry. It oversees credit unions, building Capital and Additional Tier 1 Capital. Additional Tier 1 societies, general insurance and reinsurance companies, Capital comprises high quality components of capital life insurers, friendly societies, most members of the that consists of certain securities not included in superannuation industry, and Authorised Deposit-taking Common Equity Tier 1 Capital, such as the Notes. The Institutions (“ADIs”) such as Westpac. APRA’s website at ratio of Tier 1 Capital to RWA is called the “Tier 1 Capital www.apra.gov.au includes further details of its functions Ratio”; and 8 and Prudential Standards. • Total Capital, being the sum of Tier 1 Capital and APRA’s Prudential Standards aim to ensure that ADIs Tier 2 Capital. Tier 2 Capital includes subordinated remain adequately capitalised to support the risks instruments and other components of capital that, associated with their activities and to generally protect to varying degrees, do not meet the criteria for Tier Australian depositors. 1 Capital, but nonetheless contribute to the overall strength of an ADI and its capacity to absorb losses. APRA applies a tiered approach to measuring Westpac’s APPENDIX A The ratio of Total Capital to RWA is called the “Total capital adequacy by assessing financial strength at three Capital Ratio”. levels: • Level 1, comprising Westpac and its subsidiary entities APRA has confirmed that the Notes will be eligible for that have been approved by APRA as being part of a inclusion as Additional Tier 1 Capital under Prudential single ‘Extended Licensed Entity’ for the purposes of Standard APS 111. measuring capital adequacy; APPENDIX B

Note: 6. Capital ratios may not sum due to rounding. 7. The impact of Offer costs of $14 million on the pro-forma Common Equity Tier 1 Capital Ratio is less than 0.01%. 8. Westpac may raise more or less than $1.4 billion under the Offer and these figures will be impacted accordingly. 9. This assumes $750 million of Westpac Capital Notes 3 are reinvested in Notes. The actual Westpac Capital Notes 3 reinvestment rate may be more or less and this figure will be impacted accordingly.

49 Westpac Capital Notes 7

4.2.2 Regulatory capital requirements Australian Government’s Coronavirus SME Guarantee Scheme is to be regarded as an eligible guarantee Under APRA’s Prudential Standards, Australian ADIs, by the Australian Government for RWA calculation including Westpac, are required to maintain at least the purposes. The temporary capital treatment is available following regulatory capital minimum ratios of capital to until the earlier of either a maximum of ten months RWA at Level 1 and Level 2: from when the initial repayment deferral was granted • 4.5% Common Equity Tier 1 Capital; or, 31 March 2021; • 6% Tier 1 Capital; and • Deferral of APRA’s implementation of the Basel III capital reforms by a year to January 2023; and • 8% Total Capital. • Deferral APRA’s revised APS 222: Associations with APRA may also require ADIs, including Westpac, to Related Entities standard by a year to 1 January 2022. meet prudential capital requirements (“PCR”) above the regulatory capital minimums. APRA does not allow the APRA’s proposed revisions to subsidiary capital PCR for individual ADIs to be disclosed. investment treatment APRA also requires ADIs to hold an additional buffer of APRA has proposed changes to APS 111 Capital Adequacy capital above the ADI’s regulatory capital minimum of CET1 Measurement of Capital including changes to the existing (“capital buffer”). This must be met with CET1. The capital approach for equity exposures in banking and insurance buffer comprises: subsidiaries (Level 1). There is no impact to Westpac’s reported capital ratios on a Level 2 basis. On 10 November • a capital conservation buffer. The capital conservation 2020, APRA announced that until the revised APS 111 buffer for a domestic systemically important bank standard is implemented (which APRA have indicated is (“D-SIB”) is 3.5% of RWA, unless otherwise determined likely to be in 2022): by APRA. APRA has determined that Westpac is a D-SIB; and • it will require any new or additional equity investments in banking and insurance subsidiaries to be fully funded • a countercyclical capital buffer. The countercyclical by equity capital at Level 1 where such investment takes capital buffer is set on a jurisdictional basis and APRA the aggregate value of the investment above 10% of an is responsible for setting the requirement in Australia, ADI’s CET1 capital; and currently within a range of 0% to 2.5% of RWA10. The countercyclical capital buffer requirement is currently • there will be no change to the capital treatment of any set to zero for Australia and New Zealand. existing equity investments in these subsidiaries. APRA’s Prudential Standards are generally consistent Additional loss absorbing capacity with the international regulatory framework for banks, On 9 July 2019, APRA announced a requirement for the also known as Basel III, issued by the Basel Committee on Australian major banks (including Westpac) to increase Banking Supervision (“BCBS”), except where APRA has their total capital requirements by three percentage points exercised certain discretions. On balance, the application of RWA as measured under the current capital adequacy of these discretions acts to reduce capital ratios reported framework. This increase in total capital will take full effect under APRA’s Prudential Standards relative to the BCBS from 1 January 2024. approach and to those reported in some other jurisdictions. The additional capital is expected to be raised through 4.2.3 Regulatory capital developments Tier 2 Capital and is likely to be offset by a decrease in other forms of long-term wholesale funding. Westpac APRA announcements on capital is continuing to make progress towards the new As part of its response to the current economic requirements. As at 30 September 2020, the Tier 2 ratio environment following the COVID-19 pandemic, APRA has was 3.15%. made the following announcements on capital: APRA is still targeting an additional four to five percentage • Updated guidance on capital management and points of loss-absorbing capacity. Over the next four years, dividends: For 2020, APRA’s expects ADI’s to retain APRA has stated that it will consider feasible alternative at least half their earnings, actively use the dividend methods for raising the remaining 1-2 percentage points. reinvestment plan (DRP) and/or other capital Regulatory developments in New Zealand management initiatives to at least partially offset the reduction in capital from distributions. Westpac took On 5 December 2019, the RBNZ announced changes to this guidance into consideration when determining the the capital adequacy framework in New Zealand including final FY20 dividend; a Tier 1 capital requirement of 16% of RWA for systemically important banks (including Westpac New Zealand Limited • Adjustment to expectations for bank capital: As (“ ”)) and recalibrating RWA for internal rating based announced in March 2020, APRA does not expect WNZL banks, such as WNZL, such that aggregate RWA will ADI’s to meet the “unquestionably strong” CET1 capital increase to 90% of standardised RWA. benchmark of 10.5% in the period ahead (as long as they remain above the current regulatory requirement); Westpac believes WNZL is already strongly capitalised • Temporary amendments to the calculation of RWA for with a Tier 1 capital ratio of 15% at 30 September 2020 COVID-19 support packages: Where a support package based on the current RBNZ rules. On a pro forma basis, provides an option to defer repayments for a period of (including the new RWA and capital requirements) at 30 time, for RWA calculation purposes, a bank need not September 2020 and assuming a Tier 1 capital ratio of 16% treat the period of the repayment holiday as a period to 17%, WNZL would require a further NZ$1.6 to NZ$2.2 of arrears (provided the borrower had previously been billion of Tier 1 capital to meet the new requirements that meeting their repayment obligations). In addition, the are fully effective in 2028.

Note: 10. ADIs will be notified of any decision to set, or increase, the level of the countercyclical buffer up to 12 months before the date from which it applies.

50 1 Section 4 About Westpac

In response to the impacts of COVID-19, and to support • stress testing to calibrate an appropriate buffer against credit availability, the RBNZ has delayed the start date a downturn; and for transitioning to the higher capital requirements to • quarterly volatility of capital ratios due to the half yearly

11 2 1 July 2022. Banks will be given up to six years to comply. cycle of dividend payments. Freeze on New Zealand Bank Dividends Westpac will revise its target capital levels once the medium In addition, on 11 November 2020, the RBNZ announced to longer term impacts of COVID-19 are clearer and APRA’s that there shall be no payment of dividends on ordinary review of the capital adequacy framework is finalised. shares by all locally incorporated banks in New Zealand Distribution restrictions until at least 31 March 2021, and that they should not redeem non-CET1 capital instruments during the period of Should an ADI’s Level 1 or Level 2 CET1 Ratio fall below 3 economic uncertainty caused by the COVID-19 pandemic. the CET1 Ratio requirement (“Distribution Restriction Trigger” or “DRT”), restrictions on the distribution of Non-payment of dividends from WNZL only affects earnings will apply (“Maximum Distributable Amount”). This Westpac’s Level 1 CET1 Ratio. Westpac is well capitalised includes restrictions on the amount of earnings that can and as at 30 September 2020 had a Level 1 CET1 Ratio of be distributed through dividends, Additional Tier 1 Capital 11.4%. WNZL does not have any externally issued non-CET1 distributions (which will include Distribution payments on capital instruments outstanding. the Notes) and discretionary staff bonuses (“Tier 1 Capital 4 Distributions”). The Distribution Restriction Trigger is 4.2.4 Capital management strategy currently 8.0% for D-SIBs, however it may be higher for Westpac’s approach to capital management seeks to ensure individual ADIs (including Westpac). that it is adequately capitalised as an ADI. Westpac evaluates The Maximum Distributable Amount that can be paid as its approach to capital management through an internal Tier 1 Capital Distributions is limited in accordance with the capital adequacy assessment process, the key features of diagram in this Section 4.2.4 which sets out the indicative 5 which include: Distribution Restriction Trigger. Earnings are defined as • the development of a capital management strategy, distributable profits calculated prior to deduction of Tier 1 including consideration of regulatory minimums, capital Capital Distributions on an after tax basis. An ADI can apply buffers and contingency plans; to APRA to make payments in excess of the Maximum Distributable Amount. APRA will only grant approval where • consideration of both regulatory and economic capital it is satisfied that an ADI has established measures to raise requirements; capital equal to or greater than the amount above the 6 • a stress testing framework that challenges the capital constraint that it wishes to distribute. The Corporations Act measures, coverage and requirements including the does not limit the sources of payment of Distributions on the impact of adverse economic scenarios; and Notes to the profits of a particular year or period. • consideration of the perspectives of external In addition, under the Westpac Capital Notes 7 Terms, stakeholders including rating agencies and equity and if a Distribution has not been paid in full for a relevant debt investors. Distribution Payment Date, Westpac must not (unless in 6 During the period of disruption caused by COVID-19, certain limited circumstances): Westpac is operating with the following principles in relation • determine or pay any Dividends on its Ordinary Shares; to capital: or • prioritise maintaining capital strength; • undertake any discretionary Buy Back or Capital • retain capital to absorb further downside on credit Reduction. quality and acknowledge a high degree of uncertainty This means that Westpac would give priority to the 7 regarding the length and depth of this stress; payment of distributions on Additional Tier 1 Capital • allow for capital flexibility to support lending to securities (including Notes) over payments of Dividends so customers; and it is not restricted from paying Dividends. The restrictions • in line with APRA guidance, Westpac will seek to on determining or paying a Dividend will be of limited maintain a buffer above the regulatory minimum application in circumstances where Westpac has deferred (currently at least 8% for D-SIBs including Westpac) its decision on determining a Dividend or determines not to 8 and may utilise some of the “unquestionably strong” pay a Dividend. On 18 August 2020, Westpac announced buffer. At 30 September 2020 the CET1 buffer above that, as a result of the uncertain economic and operating the regulatory minimum of 8% is $13.7 billion. conditions created by the COVID-19 pandemic, the Board had determined not to pay an HY2020 interim dividend. These principles take into consideration: Other Additional Tier 1 Capital securities within the Westpac • current regulatory capital minimums and the capital Group include similar restrictions if distributions on those

conservation buffer, which together are the total CET1 securities are not paid in full. APPENDIX A Ratio requirement. In line with the above, the total CET1 Ratio requirement for Westpac is at least 8.0%, based upon an industry minimum CET1 Ratio requirement of 4.5% plus a capital buffer of at least 3.5% applicable to D-SIBs12; APPENDIX B

Note: 11. The RBNZ will reconfirm the timing of these changes before the end of 2021, and will consider making further amendments to the timing if the economic conditions warrant it. 12. Noting that APRA may apply higher CET1 Ratio requirements for an individual ADI.

51 Westpac Capital Notes 7

Distribution restrictions

Distribution Restriction Trigger13 Indicative Level 2 buers15 Distribution Restriction Maximum CET1 Ratio 11.1% as at Management FY20 $7.4bn Distributable 30 September 2020 Trigger (DRT) Buer earnings 8.0% Amount th ≤ PCR14 + 3.5% CET1 4 Quartile 60% above $13.7bn Capital 3rd Quartile ≤ PCR + 2.625% 40% DRT buer 3.5% 2nd Quartile ≤ PCR + 1.75% 20% CET1 between DRT $12.6bn 1st Quartile ≤ PCR + 0.875% 0% and 5.125%

Distribution CET1 trigger Minimum increasingly 5.125% CET1 CET1 restricted $22.4bn 4.5% < 5.125%

APRA Prudential Standard Westpac

4.2.5 CET1 Ratio and the Notes • a surplus of $27.2 billion and $26.3 billion for the Level 1 Westpac Group and Level 2 Westpac Group Under the Terms, the Notes include certain loss absorption respectively of CET1 above the Capital Trigger Event features required by APRA, such as Conversion of the level of 5.125%; and Notes into Ordinary Shares or the termination of Holders’ • a surplus of $14.7 billion and $13.7 billion for the rights (if Conversion does not occur for any reason), when Level 1 Westpac Group and Level 2 Westpac Group Westpac’s CET1 Ratio falls to or below a certain threshold – respectively of CET1 above a Distribution Restriction see Sections 2.5.2, 4.2.3, 5.1.8 and 5.1.9 for a discussion on Trigger of 8.0%. the Capital Trigger Event. A Capital Trigger Event may occur if Westpac’s CET1 Ratio declines to (or falls below) Differences between Westpac’s Level 1 and Level 2 CET1 5.125%, on either a Level 1 or Level 2 basis, as defined by Ratios relate principally to the level of capital held by, APRA. and RWA of, offshore banking subsidiaries and insurance subsidiaries of the ADI. Westpac’s capital management The table at the end of this Section 4.2.5 shows Westpac’s policy for Westpac’s subsidiaries assumes surplus capital is CET1 surplus above the Capital Trigger Event level of repatriated from subsidiaries (subject to subsidiary board 5.125% and Distribution Restriction Trigger of 8.0%. The approval, relevant regulatory approvals and regulatory Distribution Restriction Trigger of 8.0% applies to D-SIBs, requirements for Westpac subsidiaries). however it may be higher for individual ADIs (including Westpac) - see Section 4.2.4. Westpac gives no assurance as to what its CET1 Ratio on a Level 1 or Level 2 basis will be at any time as it A CET1 Ratio of 11.4% on a Level 1 basis and 11.1% on a may be significantly impacted by regulatory changes to Level 2 basis at 30 September 2020 equates to: the measurement of capital or RWA calculations, and unexpected events affecting its business, operations and financial condition.

Note: 13 The Distribution Restriction Trigger is currently 8.0% for D-SIBs, however, it may be higher for individual ADIs (including Westpac). Applicable at Level 1 and Level 2. 14 Prudential capital requirement. 15 Based on Westpac’s capital position as at 30 September 2020 and assuming that industry minimums apply as at 30 September 2020. 16 Represents an additional potential amount that may be available to absorb losses (based on Westpac’s financial year 2020 statutory profit before impairment charges and income tax expense). This amount is not a forecast of future earnings and past performance is not necessarily an indicator of future performance.

52 1 Section 4 About Westpac

CET1 surplus above the Capital Trigger Event and Distribution Restriction Trigger

Reported Reported

30 September Reported 30 September 2 2019 31 March 2020 2020 Level 1 Westpac Group Surplus ($bn) above Capital Trigger Event level of 5.125% $24.7 $26.1 $27.2 Surplus ($bn) above Distribution Restriction Trigger of 8.0%17 $12.6 $13.5 $14.7

Level 2 Westpac Group 3 Surplus ($bn) above Capital Trigger Event level of 5.125% $23.8 $25.2 $26.3 Surplus ($bn) above Distribution Restriction Trigger of 8.0%17 $11.4 $12.5 $13.7

4.3 Funding and liquidity LCR The LCR enhances banks’ short-term resilience by requiring 4 4.3.1 Funding banks to hold sufficient HQLA, as defined, to withstand 30 days under a regulator-defined acute stress scenario. The Westpac Group monitors the composition and stability of its funding so that it remains within the Westpac Given the limited amount of Government debt in Australia, Group’s funding risk appetite. This includes compliance the RBA, jointly with APRA, makes available to ADIs a CLF. with both the Liquidity Coverage Ratio (“LCR”) and Net Subject to the satisfaction of qualifying conditions, the CLF Stable Funding Ratio (“ ”). can be accessed to help meet the LCR requirement.

NSFR 5 In March 2020, the RBA introduced the Term Funding As at 30 September 2020, the Westpac Group’s LCR Facility (“TFF”) providing funding to eligible ADIs at a was 150%. fixed interest rate of 25 basis points for a maximum of Net Stable Funding Ratio three years. As at 30 September 2020, Westpac’s total allowance is $19.7 billion and Westpac had drawn down The Westpac Group is required to maintain a NSFR, designed $17.9 billion. Westpac has included its total allocation in the to encourage longer-term funding resilience, of at least 100%.

LCR and NSFR calculations for 30 September 2020. Westpac had a NSFR of 122% at 30 September 2020. 6 A supplementary allowance of $11.9 billion will be available to Westpac from 1 October 2020. 4.3.2 Liquidity The Westpac Group has a liquidity risk management framework which seeks to meet cash flow obligations 6 under a wide range of market conditions, including name specific and market-wide stress scenarios, as well as meeting the regulatory requirements of the LCR and NSFR. Liquid Assets The Westpac Group has a number of sources of liquidity that provide a buffer against periods of liquidity stress. 7 These include high-quality liquid assets (“HQLA”) and the Committed Liquidity Facility (“CLF”), both of which are used to meet the Westpac Group’s LCR requirements. The Westpac Group also has access to non-HQLA and other assets that are eligible for repurchase with a central bank, under certain conditions. In total, Westpac held $221.2 billion in unencumbered liquid assets as at 30 September 2020 including $131.7 billion in HQLA, which 8 comprise of cash, deposits with central banks, government securities and other high-quality securities that are repo- eligible with the RBA. The Westpac Group also holds a portfolio of non-HQLA liquid assets including private securities and self-originated AAA rated mortgage backed securities, which are repo- eligible with the RBA. APPENDIX A APPENDIX B

Note: 17. The Distribution Restriction Trigger of 8.0% applies to D-SIBs, however it may be higher for individual ADIs (including Westpac) – see Section 3.2.4.

53 Investment risks

SECTION 5

This Section sets out:

5.1 Investment risks relating to the Westpac Capital Notes 7 5.2 Investment risks relating to Westpac

54 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 55 Investment risks Investment Section 5 Section and Holders have no right to apply for a for apply no right to and Holders have 1 Redemption or Transfer of Notes of Notes or Transfer Redemption Westpac may initiate Conversion, Conversion, initiate may Westpac some or all of the Notes on 22 March 2027; or 2027; on 22 March some or all of the Notes Event of a Tax the occurrence following all of the Notes Event. or Regulatory determine or pay any Dividends on its Ordinary Dividends on its Ordinary any or pay determine Shares; or Buy Back or Capital discretionary any undertake Reduction, approval is required. There can be no certainty that APRA that no certainty can be There is required. approval only may Westpac approval. its prior written will provide them with capital of the same if it replaces Notes Redeem is done under (and the replacement quality or better capacity of the income for sustainable are that conditions is satisfied APRA that or obtains confirmation Westpac), APRA the Notes. replace to does not have Westpac that to Westpac for approval its written not provide may adopt a similar to it were example, for if, Notes Redeem This means that Westpac would give priority to the priority to give would Westpac means that This 1 Capital Tier on Additional of distributions payment of Dividends payments over securities (including Notes) Dividends. paying from so it is not restricted a Dividend will or paying on determining restrictions The Westpac where in circumstances application be of limited or a Dividend its decision on determining has deferred on 18 example, a Dividend. For pay not to determines of the as a result that, announced Westpac 2020, August by created conditions and operating economic uncertain not to had determined pandemic, the Board the COVID-19 dividend. interim a 2020 pay securities could future of Westpac’s the terms Further, on the Notes. payments make ability to limit Westpac’s on other securities, payments does not make If Westpac of be made in respect to not be permitted may payments the Notes. 5.1.2 to (subject Redemption Conversion, initiate may Westpac of: or Transfer approval) prior written APRA’s • • prior written APRA’s Notes, Redeem elects to If Westpac be deferred. If a Distribution is not paid in full because is not paid If a Distribution be deferred. or not satisfied are Conditions Payment the Distribution to will not be entitled Holders other reason, any because of No interest Distribution. of that unpaid portion the receive has and Westpac Distributions unpaid on any accrues in Holder and the Holder has no claim the no liability to of such non-payment. respect will not be an event of a Distribution Non-payment of default a pay to failure of Westpac’s the grounds Up on Winding Distribution. not been paid in full has if a Distribution However, then until a Date, Payment Distribution a relevant for subsequent Distribution is paid in full on a Distribution their full at Converted are all Notes (or Date Payment to a failure following or terminated Redeemed Value, Face not: must Westpac Convert) • • is paid in amount of the unpaid Distribution the unless Distribution of the relevant Days full within 20 Business circumstances). other limited (and in certain Date Payment a the reason not apply where would restrictions These because the Distribution not paid was was Distribution Section 2.1.3). (see or negative zero was Rate the Westpac Capital Notes 7 Notes Capital the Westpac Distributions may not be paid may Distributions Investment risks relating to to relating risks Investment The Westpac Capital Notes 7 Terms do not include any events of default. events do not include any 7 Terms Capital Notes Westpac The purposes of the Corporations Act; and Act; purposes of the Corporations payment. the APRA not otherwise objecting to a Level 2 basis) under the then current Prudential Prudential under the then current 2 basis) a Level the time of payment; at Standards in Westpac resulting not of Distributions the payment the for insolvent become, to or being likely becoming, Westpac’s absolute discretion; absolute Westpac’s in a breach resulting not of Distributions the payment 1 basis) a Level (on capital requirements of Westpac’s (on capital requirements Group’s or of the Westpac Note: 1. Condition not being satisfied. Payments of Distributions are are of Distributions Payments not being satisfied. Condition cannot a Distribution pay and decisions to non-cumulative can be distributed through Tier 1 Capital Distributions 1 Capital Distributions Tier through can be distributed the below fall 2 CET1 Ratios 1 or Level Level should an ADI’s fully described in (as more Trigger Restriction Distribution Payment in a Distribution result may Section 4.2.4). This may impose additional requirements which prevent which prevent requirements impose additional may a Distribution. paying from Westpac on the amount of earnings that also restrictions are There where Westpac is above its CET1 Ratio requirement requirement its CET1 Ratio is above Westpac where not objected APRA has date, Section 4.2.4). To (see In addition, instruments. capital on AT1 distributions to Westpac applicable to and regulations changes in laws Westpac from paying Distributions, however there is a there however Distributions, paying from Westpac or negative outlook remains if the economic risk that APRA period of time or worsens, a prolonged for uncertain including of a Distribution, the payment object to may (for further information see Sections 4.2.3 and 5.2.1). 5.2.1). see Sections 4.2.3 and further information (for include distributions may capital distributions Discretionary APRA’s such as the Notes. capital instruments on AT1 on capital management does not prohibit guidance APRA has stated in response to the uncertainty resulting resulting the uncertainty to in response APRA has stated ADIs that APRA expects pandemic that the COVID-19 from discretionary reduce limit or materially as Westpac) (such is clearer outlook until the economic capital distributions • • • • to pay Distributions, which are only payable at Westpac’s Westpac’s at only payable which are Distributions, pay to of the Distribution satisfaction subject to and are discretion being: Conditions, Payment 5.1.1 The not be paid. may Distributions is a risk that There do not oblige Westpac 7 Terms Capital Notes Westpac arise from the nature of the Notes and the Westpac Capital and the Westpac of the Notes the nature arise from the other risks in consider should also You 7 Terms. Notes Westpac. to relate Section 5.2 as they Set out in this Section 5.1 are risks associated specifically risks associated are Set out in this Section 5.1 these risks In particular, Notes. in the with an investment affect the Notes or Westpac. or Westpac. the Notes affect 5.1 ones Westpac faces. Additional risks and uncertainties that that risks and uncertainties Additional faces. ones Westpac deems currently Westpac or that of, is unaware Westpac that important factors also become may be immaterial, to matters referred to in this Prospectus. You should carefully should carefully You Prospectus. in this to referred matters in described and the other information the risks consider and risks The in Notes. investing before this Prospectus not the only in this Section 5 are described uncertainties whether the Notes are a suitable investment for you. you. for investment a suitable are Notes whether the in the with an investment risks associated are There of Westpac. the control outside are of which many Notes, Section 5 and other include those in this risks These Before applying for any Notes, you should consider should consider you Notes, any for applying Before Westpac Capital Notes 7 approach to RBNZ following the RBNZ’s announcement • announcement of acquisitions, strategic partnerships, on 2 April 2020 that all locally incorporated banks in New joint ventures or capital commitments by Westpac or Zealand should not redeem non-CET1 capital instruments its competitors; during the period of economic uncertainty caused by • changes in the market price of Ordinary Shares and/or the COVID-19 pandemic. For further information see other debt securities or other capital securities issued Sections 4.2.3 and 5.2.1. by Westpac or by other issuers, or changes in the Holders have no right to request or require a Conversion, supply of equity securities or capital securities issued Redemption or Transfer of their Notes. by Westpac or by other issuers; • the occurrence or increase in the likelihood of the Any Conversion, Redemption or Transfer may occur on occurrence of a Capital Trigger Event or a Non-Viability dates not previously contemplated by Holders, which Trigger Event; may be disadvantageous to Holders in light of market conditions or Holders’ individual circumstances. This means • the impact of the COVID-19 pandemic on global, that the period for which Holders will be entitled to the regional and national economies and markets; and benefit of the rights attaching to the Notes is unknown. • other major Australian and international events such as hostilities and tensions, and acts of terrorism. Where Holders receive cash on Redemption or Transfer, the rate of return at which Holders could reinvest their It is possible that the Notes will trade at a market price funds may be lower than the Distribution Rate at the time. above or below the Face Value as a result of these and Further, upon Redemption, Holders will receive the Face other factors. Value of the Notes which may be less than their market value immediately prior to Redemption. 5.1.5 The liquidity of the Notes may be low 5.1.3 Investments in Notes are not deposit liabilities or protected The market for the Notes will likely be less liquid than the market for Ordinary Shares. Holders who wish to sell their accounts under the Banking Act or Notes may be unable to do so at an acceptable price, or at Financial Claims Scheme all, if insufficient liquidity exists in the market for the Notes. Investments in the Notes are an investment in Westpac The liquidity of the market for the Notes may be impacted and will be affected by the ongoing performance, by a number of factors, including changes in law such as financial position and solvency of Westpac. They are the new product design and distribution obligations that not deposit liabilities or protected accounts of Westpac come into force in October 2021. The impact of those for the purposes of the Banking Act or Financial Claims obligations is untested but they may affect the liquidity Scheme and are not subject to the depositor protection of funding instruments (including Additional Tier 1 Capital provisions of Australian banking legislation (including securities such as the Notes) if they lead to a material the Australian Government guarantee of certain bank reduction in future issuance volumes or secondary trading deposits). Therefore, the Notes are not guaranteed or activity by investors. If they increase the difficulty of insured by the Australian Government, any government undertaking further issuance of Additional Tier 1 Capital agency or compensation scheme of Australia or any other securities such as the Notes, this could also in turn affect jurisdiction. the likelihood of Westpac electing to Redeem or Transfer the Notes rather than Converting them. See Section 7.12. 5.1.4 Market price of the Notes may Westpac does not guarantee the market price or liquidity fluctuate of the Notes. There is a risk that if Holders sell Notes before the Scheduled Conversion Date, Holders may lose some of Westpac has applied for quotation of the Notes on ASX, the money they have invested. but Westpac is unable to forecast the market price and liquidity of the market for the Notes. The Notes may 5.1.6 Changes in the Distribution Rate experience market price volatility more or less than Westpac Ordinary Shares. The market price for the Notes The Distribution Rate is calculated for each Distribution may fluctuate due to various factors, including: Period by reference to the relevant 3 month BBSW Rate, which is influenced by a number of factors and varies over • Australian and international general conditions time. The Distribution Rate will fluctuate and may increase (including inflation rates, interest rates and currency and/or decrease over time with movements in the 3 month exchange rates), changes in government policy, BBSW Rate. It is possible for the 3 month BBSW Rate to changes in regulatory policy, impacts of regulatory become negative. The 3 month BBSW Rate is influenced change (including intervention by ASIC in the market by the Interbank Overnight Cash Rate which is set by for the Notes or similar securities), changes in the laws the RBA. One scenario under which the 3 month BBSW relating to the taxation treatment of Notes (including Rate sets negative is if RBA’s Cash Rate Target (or other the availability of franking), the expressed views of overnight rates such as rates on exchange settlement regulators, investor sentiment and general market balances) is cut below 0.00%. The 3 month BBSW Rate movements, which may or may not have an impact on could move before the Cash Rate is adjusted in anticipation Westpac’s actual operating performance; of any moves by the RBA over a 3 month horizon. Noting • operating results of Westpac that vary from the 3 month BBSW Rate is a market set rate, even in a expectations of securities analysts and investors; scenario where the Cash Rate is at or above 0.00%, it • changes in expectations as to Westpac’s future financial could move negative depending on supply and demand in performance, including financial estimates by securities the prime bank paper market. The Eurozone, Switzerland, analysts and investors; Japan and Denmark are examples of jurisdictions where • changes in market valuations of other financial services central banks have set negative monetary policy rates. institutions; 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

56 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 57 Investment risks Investment Section 5 Section Trigger Event or Non-Viability or Non-Viability Event Trigger Event Trigger Conversion following a Capital following Conversion Accordingly, depending upon the Ordinary Share price price Share depending upon the Ordinary Accordingly, Event a Capital Trigger prior to Days during the 5 Business Conversion Event Trigger or Non-Viability Date Conversion each for received Shares of Ordinary the value Date, and is Event) (in the case of a Capital Trigger may Note be Event) Trigger (in the case of a Non-Viability to likely each Note for $101.01 than approximately significantly less of $100 per Note). Value (based on the Initial Face Upon the occurrence of a Capital Trigger Event or Non- Event of a Capital Trigger Upon the occurrence all Convert to is required Westpac Event, Trigger Viability of Value of the Face a percentage (or or some of the Notes Shares Number of Ordinary the Conversion into each Note) prior to, Days during the 5 Business based on the VWAP Conversion Event but not including, the Capital Trigger Date. Conversion Event Trigger or Non-Viability Date because APRA has occurs Event Trigger If a Non-Viability injection of capital, without a public sector that determined become would support, Westpac or other public sector all of the Notes. Convert must then Westpac non-viable, or Non- Event a Capital Trigger following Conversion the Scheduled is not subject to Event Trigger Viability is and Westpac being satisfied Conditions Conversion Number of Holders the Conversion to issue to required which will not Date, on the Conversion Shares Ordinary Number. Maximum Conversion the exceed Number Maximum Conversion following Shares Number of Ordinary Conversion The Event Trigger or Non-Viability Event a Capital Trigger The Number. the Maximum Conversion is subject to following Shares Number of Ordinary Maximum Conversion will Event Trigger or Non-Viability Event a Capital Trigger 20% of the reflect set to a VWAP based on be calculated VWAP. Date Issue of non-viability may not necessarily be confined to these to be confined not necessarily may of non-viability may matters position on these APRA’s and matters of a Non-Viability As the occurrence time. change over can be no there of APRA, the discretion is at Event Trigger that and circumstances the factors to as given assurance such an event. to rise might give the further details regarding Section 4.2.5 for to Refer the Capital 1 Capital above Tier Equity surplus of Common of 5.125%. level Event Trigger 2 CET1 1 and Level Level Westpac’s between Differences and of capital held by, level the principally to relate Ratios capital Westpac’s banking subsidiaries. offshore of, RWA subsidiaries assumes Westpac’s for management policy to (subject subsidiaries from surplus capital is repatriated approvals regulatory relevant approval, subsidiary board subsidiaries). Westpac for requirements and regulatory its CET1 Ratio what as to no assurance gives Westpac time as it any 2 basis will be at 1 or Level on a Level changes to regulatory by be significantly impacted may and calculations, of capital or RWA the measurement and operations its business, affecting events unexpected financial condition. may Event Trigger or Non-Viability Event A Capital Trigger of the Notes. of some or all of the value the loss in result and 5.1.11. 5.1.10 See Sections 5.1.9, 5.1.9

Viability Trigger Event may occur may Event Trigger Viability A Capital Trigger Event or a Non- Event A Capital Trigger Use of franking credits by Holders by credits Use of franking Westpac would become non-viable; or non-viable; become would Westpac injection of capital, or equivalent a public sector without it, Westpac because, support, is necessary non-viable. become would Conversion of the Notes (or conversion, conversion, (or of the Notes Conversion of of other capital instruments down or write write-off without it, because, is necessary Group) the Westpac or insolvency. However, it is possible that APRA’s definition APRA’s that it is possible However, or insolvency. indicated that non-viability is likely to arise prior to arise prior to to is likely non-viability that indicated include to be expected could Non-viability insolvency. financial position, serious impairment of Westpac’s and/ about its capital, funding or liquidity levels concerns matters affecting a bank’s viability. a bank’s affecting matters how as to specific guidance APRA has not provided APRA has However, non-viability. determine it would which APRA may exercise its discretion are not limited to to not limited are its discretion exercise which APRA may capital about a bank’s a concern have when APRA may also include when APRA has a concern but may levels other or any funding and liquidity levels about a bank’s It should be noted that whether a Non-Viability Trigger Trigger whether a Non-Viability that It should be noted are of APRA and there the discretion is at will occur Event in circumstances The precedents. no Australian currently • • quality components of capital. quality components when APRA notifies occurs Event Trigger A Non-Viability it believes: in writing that Westpac The Common Equity Tier 1 Capital Ratio is the ratio of is the ratio 1 Capital Ratio Tier Equity Common The where its RWA, 1 Capital to Tier Equity Common Westpac’s the highest 1 Capital comprises Tier Equity Common or APRA notifies Westpac in writing that it believes, that that it believes, in writing that or APRA notifies Westpac Tier 1 Equity Common 1 Level either or both the Westpac Tier 1 Equity 2 Common Level or Westpac Capital Ratio than, 5.125%. or is less is equal to, Capital Ratio 5.1.8 determines, when Westpac occurs Event A Capital Trigger should seek professional advice in relation to their tax to in relation advice should seek professional government changes to potential any position and monitor on an ongoing basis. credits franking to relating policy depend on your individual tax position. depend on your tax summary in the Australian to should refer Investors Ruling (when published), and Section 6 and the Class You should be aware that your ability to use the franking use the franking ability to your that should be aware You tax liability or by your either as an offset to credits, will of income, the end of the year after claiming a refund Holders that are individuals or complying superannuation superannuation individuals or complying are Holders that franking of excess a refund be entitled to entities may their exceed credits the franking that the extent to credits, tax liability. 5.1.7 use franking to be entitled Holders may resident Australian resident liability and Australian offset their tax to credits other issuers or other investments. other issuers of return rate particular any does not guarantee Westpac on the Notes. As the Distribution Rate fluctuates, there is a risk that the is a risk that there fluctuates, Rate As the Distribution returns to when compared attractive less become may rate or Westpac by securities issued comparable on available in those circumstances). in see the movements to in Section 2.1.4 the graph to Refer 10 years. the last over Rate BBSW the 3 month Rate becomes negative and there would be no Distribution be no Distribution would there and negative becomes Rate Westpac Capital Notes 7

The Maximum Conversion Number may be adjusted Capital Trigger Event or Non-Viability Trigger Event occurs to reflect a consolidation, division or reclassification, will continue to settle in accordance with the normal or pro-rata bonus issue, of Ordinary Shares. However, ASX T+2 settlement, although Westpac expects that the no adjustment will be made to it on account of other seller will be treated as having delivered, and the buyer transactions which may affect the price of Ordinary Shares, will be treated as having acquired, the number of Ordinary including for example, rights issues, returns of capital, Shares into which the Notes have been Converted as a buy-backs or special dividends. The Westpac Capital Notes result of the occurrence of the Capital Trigger Event or 7 Terms do not limit the transactions that Westpac may Non-Viability Trigger Event. undertake with respect to its share capital and any such action may increase the risk that Holders receive only the Ordinary Shares Maximum Conversion Number and so adversely affect the The Ordinary Shares issued on Conversion may not be position of Holders. listed. Westpac’s Ordinary Shares may not have been listed for some period of time, for example, if Westpac Order of Conversion of Relevant Securities is acquired by another entity and delisted. The price of If Westpac is only required to convert a certain amount of Ordinary Shares and the ability to trade them may be Relevant Securities, Westpac will determine the amount affected if not listed. of Notes which will be Converted and other Relevant The Ordinary Shares may not be able to be sold at prices Securities which will be converted, written-off or be written representing their value based on the VWAP. In particular, down as follows: the VWAP prices will be based on trading days which • first, Westpac is required to convert, write-off or write occur before the Capital Trigger Event or Non-Viability down such number or amount of the face value of any Trigger Event. other Relevant Securities whose terms require them Ordinary Shares are a different type of investment to to be converted, written-off or written down before the Notes. Like Distributions on the Notes, Dividends are Conversion of the Notes as is necessary to return either payable at the absolute discretion of Westpac, but, unlike or both Westpac’s Level 1 Common Equity Tier 1 Capital Distributions, Dividends are not scheduled to be paid Ratio or Westpac’s Level 2 Common Equity Tier 1 at any particular time and the amount of each Dividend Capital Ratio, as the case may be, to above 5.125% or to is also discretionary (and not subject to a formula). In a satisfy APRA that Westpac will no longer be non-viable; Winding Up, claims of holders of Ordinary Shares rank and behind claims of holders of all other securities and debts • second, if conversion, write-off or write down of those of Westpac. The market price of Ordinary Shares may Relevant Securities is not sufficient, Westpac is required fluctuate and be more sensitive than that of Notes to to Convert the Notes and/or convert, write-off or changes in Westpac’s performance, operational issues and write down other Relevant Securities, on a pro-rata other business issues. basis or in a manner that is otherwise, in the opinion of Westpac, fair and reasonable, the Face Value of the 5.1.10 Termination of rights where Notes and the face value of any Relevant Securities whose terms require or permit them to be converted, Conversion does not occur following written-off or written down in that manner (subject a Capital Trigger Event or Non- to such adjustments as Westpac may determine to Viability Trigger Event take into account the effect on marketable parcels and whole numbers of Ordinary Shares and any Notes or If for any reason Conversion of Notes does not occur Relevant Securities remaining on issue and the need to and the Ordinary Shares are not issued for any reason by effect conversion, write-off or write-down immediately), 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion Date or Non-Viability Trigger Event but such determination will not impede the immediate Conversion Date (as the case may be), then: Conversion of the relevant number of Notes or percentage of the Face Value of each Note (as the case may be), or, if • those Notes will not be Converted in respect of such applicable, termination of the relevant Holders’ rights and Capital Trigger Event or Non-Viability Trigger Event (as claims. the case may be) and will not be Converted, Redeemed or Transferred on any subsequent date; and However, Westpac has no obligation to have or maintain on issue any Relevant Securities (and does not, and • all rights in relation to those Notes will be terminated may never, have on issue Relevant Securities) which are immediately on the Capital Trigger Event Conversion required to be converted, written-off or written down Date or Non-Viability Trigger Event Conversion Date (as ahead of Notes and Westpac gives no assurance that there the case may be), and Holders will lose all of the value will be any such instruments on issue at the time at which of their investment in those Notes and they will not the Notes may be required to be Converted. receive any compensation or unpaid Distributions. Further, in Converting Notes or converting, writing-off or Conversion of Notes may not occur, for example, due writing down other Relevant Securities, although Westpac to applicable law, order of a court or action of any will endeavour to treat Holders and holders of other government authority, including regarding the insolvency, Relevant Securities on an approximately proportionate Winding Up or other external administration of Westpac, basis, Westpac may discriminate to take account of the as a result of Westpac’s inability or failure to comply with effect on marketable parcels of Notes and other logistical its obligations under the terms and conditions of the Notes considerations. Accordingly, should a Capital Trigger Event in relation to Conversion, or as a result of operational or Non-Viability Trigger Event occur and only some of the delays. Those laws and the grounds on which a court or Notes must be Converted, it is possible that not all Holders government authority may make orders or take action will have their Notes Converted into Ordinary Shares. preventing the Conversion of Notes may change and the change may be adverse to the interests of Holders. Further, Westpac expects that any ASX purchase or sale pandemics (such as COVID-19) and the related restrictions transactions in Notes that have not settled on the date a on access to facilities and systems of Westpac and/or its

58 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 59 Investment risks Investment Section 5 Section Redemption or Transfer of the Notes or Transfer Redemption 2029 on 22 March calculate the Conversion Number of Number the Conversion calculate to be different may Shares Ordinary Shares of Ordinary price the market the time of Conversion at Holders cannot request Conversion, Conversion, Holders cannot request not occur or may may Conversion Changes to credit rating credit to Changes used to price Share Ordinary The receive any compensation or unpaid Distributions. In or unpaid Distributions. compensation any receive no ranking will have Notes those these circumstances, Up. in a Winding if the VWAP of Ordinary Shares on the 25th Business Day Day on the 25th Business Shares of Ordinary if the VWAP (but before place took Shares in Ordinary on which trading than is less Date not including) the Scheduled Conversion or the VWAP VWAP, Date of the Issue 56.12% or equal to Days during the period of 20 Business Shares of Ordinary (but before place took Shares in Ordinary on which trading than is less Date not including) the Scheduled Conversion VWAP. Date of the Issue 50.51% or equal to price of Ordinary Shares at the time of Conversion so that so that the time of Conversion at Shares of Ordinary price be less may Holders receive Shares of Ordinary the value based on the Shares of those Ordinary than the value Date. on the Conversion price Share Ordinary not may Conversion on Shares Ordinary Holders receiving on which the price at Shares sell those Ordinary be able to all. is based, or at calculation the Conversion 5.1.14 Redemption Conversion, request no right to Holders have realise to Therefore, reason. any for Notes the of Transfer or sell their Notes to have Holders would their investment Depending on price. market the prevailing at on the ASX at be trading may the Notes the time, at conditions market for the market and/or Value the Face below price a market also be may fees not be liquid. Brokerage may the Notes does Westpac a broker. sold through are if Notes payable on sell Notes Holders will be able to that not guarantee all. or at price an acceptable at ASX 5.1.15 on 22 March Shares Ordinary into Convert may Notes The Date. Scheduled Conversion possible being the first 2029, will not occur Conversion is a risk that there However, because the Scheduled Conversion 2029 on 22 March – see Sections 2.2.3 and 2.2.5. not satisfied are Conditions will not be satisfied Conditions Scheduled Conversion The 5.1.12 or other Westpac the Notes to assigned rating credit Any or suspended, withdrawn be reviewed, securities could revise withdraw, may agencies rating Credit downgraded. or change the methodology by ratings or suspend credit and revisions Any time. any at rated which securities are price the market affect adversely could other changes any securities. or other Westpac Notes and liquidity of the 5.1.13 Holders upon to issued Shares number of Ordinary The Shares of Ordinary the VWAP will depend on Conversion in Ordinary on which trading Days the 20 Business over the relevant prior to immediately place took Shares Event Trigger in the case of a Capital (or Date Conversion 5 Business over the VWAP Event, Trigger or Non-Viability the Accordingly, Date). the Conversion prior to Days the Conversion calculate used to price Share Ordinary the market to be different may Shares Number of Ordinary Ranking of the Notes Ranking of the of their investment in those Notes and they will not and they in those Notes of their investment immediately on the Capital Trigger Event Conversion Conversion Event on the Capital Trigger immediately (as Date Conversion Event Trigger or Non-Viability Date lose all of the value and Holders will be), the case may Capital Trigger Event or Non-Viability Trigger Event (as Event Trigger or Non-Viability Event Capital Trigger Redeemed Converted, and will not be be) the case may and subsequent date; on any or Transferred will be terminated those Notes to all rights in relation those Notes will not be Converted in respect of such in respect will not be Converted those Notes behind Senior Creditors. at the Issue Date, would include Westpac Capital Notes Capital Notes include Westpac would Date, Issue the at 4, Notes Capital 3, Westpac Capital Notes 2, Westpac 6 and Capital Notes 5, Westpac Capital Notes Westpac Securities; and USD AT1 Westpac ahead of Ordinary Shares; ahead of Ordinary Capital Securities which Ranking equally with all Equal • Event Conversion Date or Non-Viability Trigger Event Event Trigger or Non-Viability Date Conversion Event then: be), (as the case may Date Conversion • obligations under the terms and conditions of the Notes in of the Notes and conditions under the terms obligations delays) of operational or as a result Conversion, to relation by reason any for not issued are Shares and the Ordinary the Capital Trigger after Day on the fifth Business 5.00pm due to applicable law, order of a court or action of any action of any or of a court order applicable law, due to the insolvency, including regarding authority, government as of Westpac, administration Up or other external Winding with its comply to inability or failure of Westpac’s a result Up. does not occur of Notes Conversion reason any If for example, (including, for one of these events following If the Notes have been Converted (including upon the been Converted have If the Notes or Non-Viability Event of a Capital Trigger occurrence and rank Shares Holders will hold Ordinary Event), Trigger in a Winding Shares equally with other holders of Ordinary Where a Capital Trigger Event or Non-Viability Trigger Trigger or Non-Viability Event a Capital Trigger Where Up will be in a Winding of Notes the ranking occurs, Event affected. adversely However it is likely that any Capital Trigger Event or Non- Event Capital Trigger any that it is likely However Up, a Winding prior to occur would Event Trigger Viability of the Notes. the Conversion requiring Creditors, there is a risk that in the Winding Up, there will there Up, in the Winding is a risk that there Creditors, of return Holders any to provide be insufficient funds to their initial investment. Capital Notes 7 Terms). Capital Notes equally ranks Sum effectively the Liquidation claim for The Ranking Capital Securities, but is subordinated with Equal Senior behind rank As the Notes Senior Creditors. to equal to $100 per Note (as adjusted for a Conversion under under a Conversion for (as adjusted $100 per Note equal to 7 Terms Capital Notes clauses 5.2 or 5.4 of the Westpac of rights under clause 5.8 of the Westpac or termination paid the Liquidation Sum at the commencement of the the commencement Sum at paid the Liquidation Westpac to actual cash is available if less Up (or Winding of that share Holders, a proportionate to distribution for Sum is an amount of surplus assets Liquidation cash). The • not been Converted, have the Notes Up, in a Winding If, be will be entitled to Holders or Transferred, Redeemed, for payment: for • • 5.1.11 on issue still are if the Notes Up, of a Winding In the event will rank they or Converted, Redeemed not been and have operational delays, which may result in Conversion of the in Conversion result which may delays, operational of of the value Holders losing all and not occurring Notes their investment. agents may increase the risk of a breakdown in process or in process the risk of a breakdown increase agents may Westpac Capital Notes 7

If Conversion does not occur on a potential Scheduled including the potential for capital ratios, minimum Conversion Date, Distributions will continue to be paid on requirements and the Notes’ Capital Trigger Event level of the Notes, subject to the Distribution Payment Conditions. 5.125% to stay the same or increase. The Westpac Capital Notes 7 Terms may be amended without the approval The Notes are perpetual instruments. If the Ordinary Share of Holders to comply with applicable laws (including the price deteriorates significantly and never recovers, it is requirements of any statutory authority, such as APRA – possible that the Scheduled Conversion Conditions will never see Section 5.1.26). be satisfied and, if this occurs, the Notes may never Convert. 5.1.16 Westpac may issue a Transfer Notice 5.1.19 Regulatory classification requiring the Transfer of Notes to a APRA has confirmed that the Notes will be eligible for inclusion as Additional Tier 1 Capital under APRA’s Nominated Party Prudential Standard APS 111. Westpac may elect to issue a Transfer Notice, requiring However, if APRA subsequently determines that the Notes all or some Notes (in the case of a Transfer on 22 March do not or will not qualify for Additional Tier 1 Capital 2027) or all Notes (in the case of a Tax Event or Regulatory treatment (under the Basel III capital adequacy framework, Event) to be Transferred to a Nominated Party for a cash as amended from time to time), Westpac may decide that amount per Note equal to the Face Value. a Regulatory Event has occurred and may elect to Convert, Upon a Transfer of Notes (in the circumstances described Redeem (subject to APRA’s prior written approval) or in Section 5.1.16), it will be the Nominated Party’s obligation Transfer the Notes – see Sections 2.3 and 2.4. to pay the aggregate Face Value of the Notes being A Regulatory Event may also occur as a result of other Transferred, not Westpac’s. If the Nominated Party does regulatory changes. See Section 2.3.3 for information on not pay this amount to Holders, the Transfer will not what constitutes a Regulatory Event, and Section 5.2.2 for proceed, in which case Holders will continue to hold Notes risks associated with regulation for Westpac generally. in accordance with the Westpac Capital Notes 7 Terms. Where Holders receive cash pursuant to a Transfer, the rate 5.1.20 Taxation treatment of return at which Holders could reinvest their funds may A general description of the Australian taxation be lower than the Distribution Rate at the time. consequences of investing in the Notes is set out in Section 6. The information in Section 6 is provided in 5.1.17 No fixed maturity date general terms and is not intended to provide specific The Notes are perpetual instruments. The Notes may advice in relation to the circumstances of any particular Convert on a potential Scheduled Conversion Date, but potential investor or Holder. Accordingly, you should it is possible that market conditions at the time may be seek independent advice in relation to your individual such that the Scheduled Conversion Conditions are not tax position before you choose to apply for or invest in satisfied. If the Ordinary Share price falls far enough and the Notes. never recovers it is possible that the Notes will not Convert A Tax Event will occur if Westpac determines, after at any point in time. Furthermore, any Optional Conversion, receiving a supporting opinion of reputable legal counsel Redemption or Transfer is subject to the discretion of or other tax adviser in Australia experienced in such Westpac and certain other restrictions. Redemption is also matters, that (as a result of a Change of Law), there is a subject to obtaining APRA’s prior written approval. It is more than insubstantial risk that: possible that Optional Conversion, Redemption or Transfer will not occur at any point in time. • Westpac would be exposed to a more than de minimis adverse tax consequence or increased cost in relation 5.1.18 Changes to regulatory capital to the Notes; or requirements in Australia • any Distribution would not be a frankable distribution within the meaning of Division 202 of the Tax Act. Any fall in Westpac’s Common Equity Tier 1 Capital Ratio as a result of future changes to regulatory capital In each of those situations, the risk may itself be a Tax requirements may adversely impact the market price of the Event, even before the cost or adverse tax consequence Notes or potentially increase the chance at a later date that is incurred or the Distribution ceases to be frankable. If Conversion of Notes takes place due to the occurrence of a Tax Event occurs, Westpac may Convert, Redeem or a Capital Trigger Event (a Capital Trigger Event will occur Transfer the Notes (subject to the conditions contained in where Westpac determines, or APRA notifies Westpac in the Westpac Capital Notes 7 Terms, including that Westpac writing that it believes, that Westpac’s Common Equity has obtained a supporting opinion of reputable legal Tier 1 Capital Ratio is equal to or less than 5.125% on a counsel or other tax adviser, experienced in such matters, Level 1 or Level 2 basis) or a Non-Viability Trigger Event in relation to the Tax Event – see Section 2.3.2). (a Non-Viability Trigger Event will occur where APRA notifies Westpac in writing that it believes Conversion of 5.1.21 Foreign Account Tax Compliance the Notes or conversion, write-off or write down of other Act (“FATCA”) withholding and capital instruments of the Westpac Group or a public sector injection of capital, or equivalent support, is necessary reporting because, without it, Westpac would become non-viable). In order to comply with FATCA, Westpac (or, if Notes are held through another financial institution, such other See Section 5.1.9 for the risk associated with Conversion of financial institution) may be required (pursuant to an the Notes due to the occurrence of a Capital Trigger Event agreement with the United States or under applicable or Non-Viability Trigger Event. law including pursuant to the terms of an applicable See Sections 4.2.1, 4.2.2, 4.2.3 and 4.2.4 for more intergovernmental agreement entered into between the information about the Basel III capital framework and United States and any other jurisdiction) (i) to request proposed changes to regulatory capital requirements, certain information from Holders or beneficial owners

60 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 61 (Cth) (Cth) Investment risks Investment Section 5 Section ”). A transfer under the FSTR Act overrides overrides Act under the FSTR ”). A transfer securities by Westpac securities by Future issues of debt or other issues Future the ADI may suspend payment; the ADI may carry on will be unable to the ADI that it is likely with the consistently Australia in banking business or of its depositors; interests carry on to the ADI will be unable that it is likely with the consistently in Australia banking business in Australia; of the financial system stability – – – – – – rank for distribution or payment of capital (including in or payment distribution for rank or another member of the Up of Westpac the Winding equally with, behind or ahead of the Group) Westpac or Notes; or interest dividend, or different the same have or as the Notes; rates distribution the ADI becomes unable to meet its obligations or meet its obligations unable to the ADI becomes or suspends payment; the ADI, its holding circumstances, in certain where, its subsidiaries, is in default of or any (if any) company with comply APRA to by with a direction of compliance it and the made under or regulations the Banking Act assume to authorises APRA Australia of Court Federal business. of the ADI’s control FSTR Act FSTR Westpac and members of the Westpac Group may, at their at may, Group and members of the Westpac Westpac that: in the future securities issue discretion, absolute • • event that a Banking Act statutory manager is appointed manager is appointed statutory a Banking Act that event of a Banking powers these broad in the future, Westpac to which in a way be exercised may manager statutory Act and the the Notes to the rights attaching affects adversely position of Holders. APRA’s enhance to amended in 2018 was Banking Act The it regulates of the entities resolution facilitate to powers which have powers Additional (and their subsidiaries). include APRA and which impact Westpac to been given in powers directions management and oversight, greater previously entities which were Group Westpac to relation management statutory APRA, increased by not regulated other entities within the Westpac certain over powers statutory give designed to and changes which are Group of regulatory or write-off the conversion to recognition capital instruments. the compulsory require to In addition, APRA has powers (including of Westpac of all or part of the business transfer another entity under the to of Westpac) Shares Ordinary 1999 Act and Restructure) (Transfer Financial Sector (“ which Westpac to or agreement contract in any anything 7 Terms. Capital Notes including the Westpac is a party, which in a way be exercised of APRA may powers These with its comply to the ability of Westpac affects adversely adversely and this may of the Notes in respect obligations the position of Holders. affect 5.1.24 • • manager include statutory Act of a Banking powers The of an ADI, its holding the constitution alter to the power cancel issue, of its subsidiaries, to or any (if any) company in the ADI, its shares) acquire rights to (or or sell shares of its subsidiaries, and any or (if any) holding company shares to attached rights or restrictions or cancel vary to (if in the ADI, its holding company shares of in a class statutory Banking Act of its subsidiaries. The or any any) the Corporations do so despite manager is authorised to or arrangement contract any constitution, ADI’s the Act, of or any (if any) which the ADI, its holding company to Rules. In the Listing its subsidiaries is party or the ASX ”), and (ii) to withhold US withhold US to ”), and (ii) IRS manager and APRA certifications pursuant to Common Common pursuant to certifications compliance Standard Reporting requirements Powers of a Banking Act statutory statutory of a Banking Act Powers Provision of information and of information Provision the ADI may become unable to meet its obligations; meet unable to become the ADI may ”) requires certain financial institutions to report report to financial institutions certain ”) requires – – suspend payment; of external in the absence that, APRA considers where support: where the ADI informs APRA that it considers it is likely it is likely it considers APRA that the ADI informs where or is about to meet its obligations, unable to become to CRS • Act to include: to Act • In certain circumstances APRA may appoint a statutory appoint a statutory APRA may circumstances In certain of an ADI, such as of the business control take manager to defined in the Banking are circumstances Those Westpac. jurisdictions outside Australia. 5.1.23 information and certifications to ensure compliance with compliance ensure to and certifications information the to be provided may the CRS and this information other taxing authorities in other and, potentially, ATO the CRS Competent Authority Agreement. Australia has Australia Agreement. Authority the CRS Competent the CRS, with the CRS to effect give to legislation enacted 1 July 2017. from financial institutions Australian applying to certain provide to be requested Holders may Therefore, the Notes) to their local tax authority and follow related related and follow their local tax authority to the Notes) has signed A jurisdiction that procedures. due diligence provide may Agreement Authority the CRS Competent signed have other jurisdictions that to this information Development’s Common Reporting Standard for for Standard Reporting Common Development’s Information Account of Financial Exchange Automatic (“ include (which may accounts certain regarding information The Organization for Economic Co-operation and Co-operation Economic for Organization The 5.1.22 IRS or other relevant tax authority as at the date of this the date authority as at tax IRS or other relevant of application the affect may guidance Future Prospectus. of Notes Holders or beneficial owners Westpac, to FATCA Shares. or Ordinary Prospective investors are advised to consult their own tax their own consult advised to are investors Prospective the Notes. to of FATCA advisers about the application the by issued is based on guidance information This Ordinary Shares issued upon any Conversion will not be Conversion any upon issued Shares Ordinary up or additional amounts gross any receive entitled to is withholdings. FATCA such them for compensate to uncertain. remains the Notes to and its application complex payments made with respect to Notes or with respect to to or with respect Notes to made with respect payments Conversion, any upon Shares Ordinary of any the issuance and holders of of Notes, Holders and beneficial owners entered into between the United States and any other and any States the United between into entered jurisdiction). withhold to other person is required or any If Westpac any from with FATCA connection amounts under or in States (and are not otherwise required to comply with the comply to not otherwise required (and are States pursuant to including applicable law under regime FATCA agreement applicable intergovernmental of an the terms that define “foreign passthru payments” are published are payments” passthru “foreign define that are or if payments is not provided if such information have that institutions financial foreign certain made to United with the a similar agreement into not entered Internal Revenue Service (“ Service Revenue Internal to made with respect portion of payments tax on some made two payments passthru as foreign treated the Notes regulations on which the final the date after or more years of Notes, which information may be provided to the US to be provided may which information of Notes, Westpac Capital Notes 7

• have the same or different terms and conditions as the 5.1.26 Amendment of the Westpac Capital Notes. Notes 7 Terms Any issue of other securities may affect Holders’ ability to recover the Liquidation Sum due to Holders on a Winding Westpac may, with APRA’s prior written approval where Up, if the Notes are on issue at the time. required and subject to compliance with applicable laws, amend the Westpac Capital Notes 7 Terms without the The Westpac Capital Notes 7 Terms do not require approval of Holders. This includes an amendment which, in Westpac to refrain from certain business changes or Westpac’s opinion, is: require Westpac to operate within certain ratio limits. • of a formal, minor or technical nature; An investment in Notes carries no right to participate in • made to cure ambiguities and manifest errors; any future issue of securities (whether equity, hybrid, debt or otherwise) by any member of the Westpac Group. • necessary to give effect to the listing of the Notes on any stock exchange (and is not considered by Westpac No prediction can be made as to the effect, if any, such to be materially prejudicial to the interest of Holders as future issues of debt or other securities by an entity in the a whole) or to comply with applicable laws (including Westpac Group may have on the market price or liquidity the requirements of any statutory authority, such as of the Notes. APRA); or • generally not materially prejudicial to the interest of 5.1.25 Successor holding company Holders as a whole. Where Westpac is replaced as the ultimate holding Westpac may also amend the Westpac Capital Notes company of the Westpac Group by an Approved 7 Terms, with APRA’s prior written approval, if the Successor and certain other conditions are satisfied, amendment has been approved by a Special Resolution Conversion of Notes will not be triggered but Westpac of Holders or is necessary to effect the substitution of an may be allowed to instead make amendments (provided Approved Successor as the debtor in respect of the Notes APRA’s prior written approval is obtained) to substitute the and the issuer of ordinary shares on Conversion. Approved Successor as the debtor in respect of the Notes and as the issuer in respect of the ordinary shares issued Amendments under these powers are binding on all on Conversion and to make certain other amendments to Holders despite the fact that a Holder may not agree with the Westpac Capital Notes 7 Terms. Accordingly, potential the amendment. investors should be aware that, if: Westpac may also amend the Westpac Capital Notes 7 • Westpac is replaced by an Approved Successor as the Terms in certain circumstances where the 3 month BBSW ultimate holding company of the Westpac Group; and Rate ceases to be available (i.e. a BBSW Rate Disruption • a substitution of the Approved Successor as the debtor Event occurs) and replace the 3 month BBSW Rate with in respect of the Notes and the issuer of the ordinary an alternative rate that Westpac considers appropriate shares on Conversion is effected under the Westpac (subject to APRA’s prior written approval), acting in good Capital Notes 7 Terms, faith and in a commercially reasonable manner, and make certain other consequential amendments to the Westpac Holders will be obliged to accept Approved Successor Capital Notes 7 Terms. Such amendments could adversely Shares and will not receive Ordinary Shares on Conversion. affect the interests of Holders. Potential investors should also be aware that Holders APRA’s prior written approval to amend the Westpac may not have a right to vote on any proposal to approve, Capital Notes 7 Terms is always required where the implement or give effect to the establishment of an amendment would impact, or potentially impact, the Approved Successor. classification of the Notes as Additional Tier 1 Capital on a Level 1 or Level 2 basis. Westpac has not made any decision to substitute an Approved Successor as the ultimate holding company of the Westpac Group. 5.1.27 No rights if control of Westpac is acquired Where Westpac transfers only some of its assets to an Approved Successor, the Approved Successor may as If a person other than an Approved Successor acquires a result have reduced assets which may affect its credit control of Westpac, the Westpac Capital Notes 7 Terms rating and the likelihood Holders will receive their claims in do not provide any right or remedy for the Holders on full in a Winding Up. account of such an acquisition occurring except where the acquisition constitutes an Acquisition Event. Further, such There is also a risk that the establishment of a successor an acquisition of Westpac may result in Westpac’s Ordinary holding company that is not an Approved Successor is Shares no longer being quoted on ASX. treated as an Acquisition Event, leading to the Conversion of the Notes. Further, if the establishment of a successor If after such an acquisition has occurred a Non-Viability holding company is treated as an Acquisition Event and Trigger Event occurs, the number of Ordinary Shares Conversion does not occur, a number of different risks may issued on Conversion will reflect the VWAP for the period arise for Holders, including that Westpac may be assigned of 5 Business Days on which the Ordinary Shares were last a different credit rating and its financial position may be traded on ASX. The period of 5 Business Days may be well materially altered thereby adversely affecting its ability to before the Non-Viability Trigger Event and, accordingly, pay Distributions. the value of the Conversion Number of Ordinary Shares when issued may be very different from the value based on the VWAP used to 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.

62 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 63 Investment risks Investment Section 5 Section affected by legal or regulatory legal or regulatory by affected change Westpac could be adversely be adversely could Westpac and could do so in the future. In recent years, laws and laws years, In recent in the future. do so and could to Westpac requiring been introduced have regulations ‘Bank Levy’ liquidity and higher capital, and a hold more has been imposed on Australia’s (based on liabilities) a similar have that and regulations banks. Laws largest of including as a result in the future, be passed could effect reforms. capital policy proposed APRA’s Westpac how also affect changes may Regulatory the has altered regulation recent example, For operates. in some and services, its products provides Westpac way Westpac’s change or discontinue it to cases requiring Group’s ability to pay dividends, with the Westpac Group Group the Westpac dividends, with pay ability to Group’s year dividend this financial an interim pay electing not to sheet and the balance a strong retain to the desire given It is environment. in the operating ongoing uncertainty impact the the pandemic will negatively that possible dividends or make future pay ability to Group’s Westpac capital distributions. associated significant uncertainty be to continues There of including the severity pandemic, with the COVID-19 by taken be may and actions that its duration the disease, the contain to attempt to and businesses governments its impact. In turn, this has the potential virus or mitigate business customers, Westpac’s impacts on term longer for also heighten pandemic may COVID-19 The and operations. other risks described in this Section 5.2. 5.2.2 reputation, prospects, business, Group’s Westpac The been, have and financial condition financial performance changes by affected adversely be, future in the and could policies, supervisory activities and regulation, law, to Group Westpac The of its regulators. the expectations is increased there where in an environment operates providers. of financial services on and scrutiny regulation the affected and adversely change has directly Regulatory financial position, and financial condition Group’s Westpac It is possible that APRA will take a similar approach in the a similar approach take APRA will that It is possible dividends to declaring from Westpac and prevent future such action, it taken has not yet APRA While its investors. and (including Westpac) banks Australian to has written dividends and limit any they that expectation outlined its months. the coming in capital distributions discretionary been, have activities and operations business Westpac’s disease by disrupted be, in the future and will likely the COVID-19 example, or pandemics. For outbreaks closing workplaces in Westpac pandemic has resulted certain through of services provision and suspending the channels. Westpac occur, or pandemics such outbreaks When policies or controls its risk appetite, adjust need to may or pandemic and outbreak the to so it can respond who visit and customers of staff the wellbeing protect unforeseen have changes could These premises. Westpac’s increased to Group the Westpac and expose consequences action. regulatory and/or oversight regulatory pandemic, Westpac the COVID-19 to respond to Further, implement in the future) (and may has implemented this Taking short periods of time. in very measures new an operational the risk that increase type of action may leading to potentially occurs, breakdown or compliance or regulatory service impacts on customer financial losses, legal action. and/or the Westpac pandemic has also impacted COVID-19 The on the Westpac Group on the Westpac and a pandemic like COVID-19 could could COVID-19 and a pandemic like effect an adverse have, in the future to Westpac COVID-19 has had, and COVID-19 has had, and COVID-19 COVID-19 Investment risks relating risks relating Investment paying dividends and has a negative impact on Westpac’s on Westpac’s impact has a negative dividends and paying 1 CET1 Ratio. Level decision to freeze the distribution of dividends on ordinary on ordinary of dividends the distribution freeze decision to during the period of Zealand in New all banks by shares prevents This COVID-19. caused by uncertainty economic from Limited Zealand New subsidiary Westpac Westpac’s the Westpac Group. As an example, regulators in some regulators As an example, Group. the Westpac to their powers exercised jurisdictions have overseas declaring dividends or undertaking from banks prevent the RBNZ made the Zealand, buybacks. In New share COVID-19 pandemic. COVID-19 the COVID-19 to in response regulators by taken Actions impact in the future and could impacted pandemic have assume greater risk than it would have under ordinary under ordinary have risk than it would greater assume governments that is also a possibility There circumstances. to banks (including Westpac) will require or regulators the by impacted customers further support to provide waiving certain fees and granting deferrals of certain loan of certain deferrals and granting fees certain waiving continue had and may have initiatives These repayments. Group’s impact on the Westpac a negative have to Group see the Westpac and may financial performance however, further increases may be required. be required. may further increases however, the by impacted customers has supported Westpac products, on certain rates interest lowering pandemic by services for an unknown time and by an unknown amount. an unknown time and by an unknown for services has customers on Westpac’s financial stress associated The Westpac and write-offs. impairments, defaults increased losses, credit expected for its provisions has increased to have, a negative effect on economic activity. activity. on economic effect a negative have, to and will activity has affected, in economic decrease This and products Westpac’s for demand affect, to continue disrupt, numerous industries and global supply chains, industries disrupt, numerous its impact (such mitigate to while important measures and public movement on businesses, as restrictions will continue expects and Westpac had, have gatherings) customers, shareholders, employees and financial and employees shareholders, customers, effects. among other adverse performance, to and will continue pandemic has disrupted, The The Westpac Group is vulnerable to the impacts of a to is vulnerable Group Westpac The or a pandemic. The disease outbreak communicable expects has had, and Westpac pandemic COVID-19 on Westpac’s impact a negative have, to will continue could lose all, or part, of your investment. investment. lose all, or part, of your could 5.2.1 could be materially adversely affected, and the likelihood and the likelihood affected, adversely be materially could Event Trigger or Non-Viability Event of a Capital Trigger of price the trading that result with the increase, may decline and as a Holder you could securities Westpac’s Event or Non-Viability Trigger Event, terminated. If any of If any terminated. Event, Trigger or Non-Viability Event prospects, business, Westpac’s risks occur, the following or financial condition performance financial reputation, as the value of such an investment in Notes will depend in Notes of such an investment as the value performance, and future condition financial on Westpac’s Converted, are of when or if the Notes regardless Trigger of a Capital in the event or, Transferred Redeemed, an investment in Westpac. Westpac’s business is subject to to is subject business Westpac’s in Westpac. an investment performance, impact its financial can adversely risks that risks are These performance. and future financial condition Shares and Ordinary in Notes an investment to relevant 5.2 with risks associated specific this Section 5.2 are Set out in Westpac Capital Notes 7 offerings. Regulation could also limit Westpac’s flexibility, not always be, effective. Breakdowns have, and may in require Westpac to incur substantial costs, impact the the future, occur due to flaws in the design of controls or profitability of Westpac’s businesses, result in the Westpac processes. This has resulted in, and may in the future result Group being unable to increase or maintain market share in, potential breaches of compliance obligations as well as and/or create pressure on margins and fees. poor customer outcomes. There are many sources of regulatory change that could Conduct risk could occur through the provision of products affect Westpac’s business. Such change could stem from and services to customers that do not meet their needs international bodies, such as the BCBS or from reviews or do not meet the expectations of the market, as well as and inquiries commissioned by governments (including the poor conduct of Westpac’s employees, contractors, the Royal Commission into Misconduct in the Banking, agents, authorised representatives and external services Superannuation and Financial Services Industry) or providers. This could occur through a failure to meet regulators. Reviews and commissions of inquiry may lead professional obligations to specific clients (including to, and in some cases already have led to, substantial fiduciary and suitability requirements), weakness in risk regulatory change, which could have a material impact on culture, poor product design and implementation, failure the Westpac Group. to adequately consider customer needs or selling products and services outside of customer target markets. This Regulation impacting Westpac’s business may not could include deliberate attempts by such individuals to always be released in a timely manner before its date circumvent Westpac’s controls, processes and procedures of implementation. Similarly, early announcements of or negligent actions that could result in the circumvention regulatory change may not be specific and significantly of Westpac’s controls, processes and procedures. The differ from the final regulation. In those cases, the Westpac Group depends on its people to ‘do the right Westpac Group may not be able to effectively manage its thing’ to meet its compliance obligations. Inappropriate or compliance design in the timeframes available. poor conduct by these individuals such as not following Relevant governments or regulators could also revise a policy or engaging in misconduct has and could result their application of regulatory policies, thereby impacting in poor customer outcomes and a failure by the Westpac Westpac’s business (such as macro-prudential limits on Group to meet its compliance obligations. The large lending). number of employees and the staff of Westpac’s third- party contactors working remotely due to the COVID-19 It is critical the Westpac Group manages regulatory change pandemic may negatively affect the Westpac Group’s effectively. The failure to do so has, and could in the future, compliance controls and monitoring processes and there result in the Westpac Group not meeting its compliance may be an increased risk that staff fail to follow internal obligations, the potential consequences of which are set policies or that customers may be adversely affected out in Section 5.2.3 below. Westpac expects that Westpac through privacy breaches. will continue to invest significantly in compliance and the management and implementation of regulatory change, While Westpac has frameworks, policies, processes and and significant management attention and resources controls that are designed to manage poor conduct may be required to update existing, or implement new, outcomes, these policies and processes have been, processes to comply with such new regulations. and may be, ineffective. The failure of these policies and processes could result in financial losses (including The Westpac Group’s ability to manage regulatory change incurring substantial remediation costs and as a result of has been, and will in the future be, impacted by the litigation by regulators and customers) and reputational COVID-19 pandemic or similar pandemics. The COVID-19 damage, which could adversely affect Westpac’s business, pandemic has caused significant disruptions and delays prospects, financial performance or financial condition. to regulatory change projects, increasing the risk that the Westpac Group may not comply with new regulations The Westpac Group’s failure, or suspected failure, to when they come into effect. The governmental response comply with a compliance obligation could lead to a to COVID-19 has also seen new legislation and regulation, regulator commencing surveillance or an investigation. which may increase compliance risks. The Westpac Group The Westpac Group is currently subject to investigations may also incur significant costs responding to this new and reviews by regulators, with the intensity of these legislation and regulation increasing. The Westpac Group has devoted (and will need to continue to devote) significant resources and has 5.2.3 Westpac has been and could be incurred (and will continue to incur) costs for these reviews adversely affected by failing to and investigations, which may adversely affect Westpac’s business, operations, reputation, financial performance and comply with laws, regulations or ability to pay dividends. regulatory policy Depending on the circumstances, regulatory reviews Westpac is responsible for ensuring that it complies with all and investigations have in the past and may in the applicable legal and regulatory requirements and industry future result in a regulator taking administrative or codes of practice in the jurisdictions in which it operates or enforcement action against the Westpac Group and/ obtains funding, as well as meeting its ethical standards. or its representatives. Regulators could pursue civil or criminal proceedings, seeking substantial fines, civil The Westpac Group is subject to conduct and compliance penalties or other enforcement outcomes. In addition, risk. These risks are exacerbated by the increasing regulatory investigations may lead to adverse findings complexity and volume of regulation, including where against directors and management, including potential Westpac interprets its obligations and rights differently to disqualification. regulators or a court, tribunal or other body. The potential for this is heightened when regulation is new, untested or is In many cases, Westpac’s regulators have broad powers. not accompanied by extensive regulatory guidance. For example, APRA can, in certain circumstances, issue directions to Westpac (such as a direction to comply The Westpac Group’s compliance management system with a prudential requirement, conduct an audit or take is designed to identify, assess and manage compliance risk. However, this system has not always been, and may

64 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 65 ”) laws, anti- ”) laws, Investment risks Investment Section 5 Section AML/CTF crime obligations has had and could has had and could crime obligations on effects further adverse have and reputation business Westpac’s The failure to comply with financial comply to failure The breaches of AML/CTF obligations. This in turn could lead in turn could This obligations. of AML/CTF breaches the impacts for significant penalties and other adverse to damage. such as reputational Group, Westpac policies, processes has systems, Group the Westpac While manage its financial designed to in place and controls these obligations), (including reporting crime obligations be always not in the future been, and may not always have including, of reasons, a range be for could This effective. or in the design of a control a deficiency example, for in and reviews, analysis Westpac’s failure. a technology it operates. These laws can be complex and, in some can be complex laws These it operates. As of obligations. range impose a diverse circumstances, risks are and compliance operational regulatory, a result, Westpac require laws AML/CTF example, For heightened. other (amongst to institutions and other regulated identification customer the applicable undertake things) due diligence ongoing and enhanced conduct procedures, with an AML/CTF maintain and comply on customers, ongoing risk assessments. and undertake program certain report to Westpac also require laws AML/CTF (including regulators to and transactions matters threshold instructions, funds transfer international and reports) and suspicious matter reports transaction third is not disclosed to information certain that ensure the ‘tipping off’ contravene would that parties in a way comply to failure The legislation. in AML/CTF provisions have, may has had, and in the future with these laws Group. the Westpac impacts for adverse to continues has been, and there there years In recent with financial crime on compliance focus increased be, large- globally commencing with regulators obligations, action for and taking enforcement scale investigations seeking significant (often identified non-compliance large Group’s the Westpac due to Further, penalties). the volumes, and transaction number of customers implementation, or the ineffective failure undetected or process policy, of a system, or remediation monitoring has, obligation) reporting (including a regulatory control in, a significant number of result future in the and could processes and/or resolving outstanding issues, potentially potentially issues, outstanding resolving and/or processes taking action against of a regulator the prospect increasing Group. the Westpac Group the Westpac against action commenced Regulatory the Westpac expose in the future and may has exposed third by brought risk of litigation an increased to Group which proceedings), action class parties (including through compensation pay to Group the Westpac require may remediation further undertake parties and/or third to activities. fines, inquiries, litigation, investigations, Regulatory suspension revocation, notices, penalties, infringement other or licences of regulatory conditions of or variation (such action or agreements or administrative enforcement either individually could, undertakings) as enforceable action, adversely with other regulatory or in aggregate financial reputation, prospects, business, Westpac’s affect or financial condition. performance 5.2.4 laundering anti-money is subject to Group Westpac The financing (“ and counter-terrorism sanctions and trade economic laws, bribery and corruption jurisdictions in which in the laws and tax transparency laws commitments made to regulators about improving about improving regulators made to commitments Disruptions to Westpac’s business, operations, third party third operations, business, Westpac’s Disruptions to the COVID-19 from and suppliers resulting contractors to continue and may also increased pandemic have satisfy will not be able to Westpac the risk that increase supervisory activities or monitoring activities, the long supervisory activities or monitoring and supervision and monitoring enhanced to trend term activity remains. enforcement greater While ASIC, APRA and other regulators have indicated indicated have APRA and other regulators ASIC, While the COVID-19 to is on responding focus their immediate enforcement, certain delay may pandemic and they also changed and may continue to change in the future. change in the future. to continue also changed and may Monitoring’ ‘Close and Continuous is ASIC’s An example of financial reviews onsite involving program (“CCM”) entities, including Westpac. services the Commonwealth Department of Public Prosecutions or Department of Public Prosecutions the Commonwealth bodies. other prosecutorial has institutions supervise and monitor regulators way The enforcement proceedings commenced by regulators in the regulators by commenced proceedings enforcement bring criminal seek to increasingly may Regulators future. or their employees and/or institutions against proceedings to criminal matters potential referring by representatives prevent and address serious prudential risks and hold serious address and prevent account. entities and individuals to of also be a shift in the type and focus may There Commission and significant market misconduct. APRA misconduct. and significant market Commission approach enforcement a revised to has also committed Model’), ‘Supervision Risk and Intensity (including a new to appropriate where it will use enforcement indicating a more consultative approach. For example ASIC has has ASIC example For approach. consultative a more not litigate?’ use a ‘Why to continue to committed it will (among other things) that and indicated approach the Royal arising from and referrals prioritise case studies Westpac’s regulators have adjusted and may in the future in the future and may adjusted have regulators Westpac’s oversight, approach they the way adjust to continue over powers their enforcement preferring potentially may also face significant penalties for failing to comply comply to failing significant penalties for also face may Group the Westpac by and a failure with other obligations, large leading to in multiple contraventions result may penalties. Westpac) for failing to do all things necessary to ensure ensure to do all things necessary to failing for Westpac) are licence under the provided financial services that Group Westpac The fairly. and honestly efficiently, provided corporate and financial sector misconduct. In particular, In particular, misconduct. and financial sector corporate and seek proceedings civil penalty can commence ASIC million per offence) $525 up to civil penalties (currently as (such licensee financial services Australian an against The political and regulatory environment that the Westpac the Westpac that environment political and regulatory The see) in the future has seen (and may in operates Group receive regulator) new any (including regulators Westpac’s penalties for increased materially along with powers new incurs additional capital overlays it may need to raise raise need to it may overlays incurs additional capital impact on an adverse have could additional capital which financial condition. and its financial performance and accountability and a further $500 million overlay and a further $500 million overlay and accountability of civil penalty proceedings the commencement following an applied through were (both overlays AUSTRAC by Group If the Westpac assets). in risk weighted increase risk weighted assets. APRA imposed a $500 million overlay a $500 million overlay APRA imposed assets. risk weighted following risk capital requirement operational Westpac’s to its into self-assessment of Westpac’s the completion culture governance, to in relation and practices frameworks under the Banking and Executive Accountability Regime. Accountability Banking and Executive under the hold to Group Westpac the also require APRA can or higher overlay a capital capital either through additional remedial action) or disqualify an ‘Accountable Person’ Person’ or disqualify an ‘Accountable action) remedial Westpac Capital Notes 7 addition to regulator feedback, have highlighted that action by regulators (such as the civil penalty proceedings Westpac’s systems, policies, processes and controls are not brought by AUSTRAC), adverse findings from regulatory operating satisfactorily in a number of respects and require reviews, failure or perceived failure to adequately respond improvement. to community, environmental, social and ethical issues, failure of information security systems, technology failures The Westpac Group is currently undertaking a significant and security breaches and inadequate record keeping multi-year program of work to strengthen areas of control which may prevent Westpac from demonstrating that or weakness in its financial crime risk management framework determining if a past decision was appropriate at the time (including important aspects of its money laundering and it was made. terrorism financing risk assessments and governance) and rectify the management of this risk. The Westpac Group Westpac’s reputation could also be adversely affected by has increased dedicated financial crime risk expertise and the actions of customers, suppliers, joint-venture partners, resources to deliver the financial crime program of work. strategic partners, other counterparties and accredited With increased focus on financial crime, further issues data recipients that the Westpac Group provides customer requiring attention have been identified and may continue data to under Australia’s ‘Open Banking’ regime. to be identified. Failure, or perceived failure, to address issues that could or Although the Westpac Group provides updates to do give rise to reputational risk has created, and could in AUSTRAC and other regulators on its remediation the future create, additional legal risk, subject Westpac to and other program activities, there is no assurance regulatory investigations, regulatory enforcement actions, that AUSTRAC or other regulators will agree that its fines and penalties or litigation brought by third parties remediation and program update activities will be (including class actions), require Westpac to remediate adequate or effectively enhance the Westpac Group’s and compensate customers and incur remediation costs, compliance programs. or harm Westpac’s reputation among customers, investors and the market. This could adversely affect Westpac’s If Westpac fails, or where Westpac has failed, to comply business, prospects, financial performance or financial with these financial crime obligations, Westpac has faced condition and could face regulatory enforcement action such as litigation, significant fines, penalties and the revocation, 5.2.6 Westpac has suffered and could suspension or variation of licence conditions, such as the civil penalty proceedings brought by AUSTRAC against suffer losses due to litigation Westpac on 20 November 2019 for alleged contraventions Westpac and its subsidiaries may, from time to time, be of the Anti-Money Laundering and Counter-Terrorism involved in legal proceedings (including class actions), Financing Act 2006 (Cth). regulatory actions or arbitration. Such litigation could be Non-compliance or alleged non-compliance with commenced by a range of plaintiffs, such as customers, Westpac’s financial crime related obligations and public shareholders, suppliers, counterparties and regulators. disclosure have also resulted in, and could lead to In recent years there has been an increase in class action regulatory investigations, reviews, inquiries, proceedings proceedings, many of which have resulted in significant or other litigation commenced by third parties (including monetary settlements. The risk of class actions has been Australian, US or other class actions), and regulatory heightened by a number of factors, including regulatory action in non-Australian jurisdictions where Westpac enforcement actions (such as the civil penalty proceedings operates. Any such litigation or proceeding could cause brought by AUSTRAC), an increase in the number of significant financial and reputational damage to Westpac. regulatory investigations and inquiries (such as the Reputational damage could result in the loss of customers Royal Commission), a greater willingness on the part of or restrict the Westpac Group’s ability to efficiently access regulators to commence court proceedings, more intense capital markets, which could have a material adverse effect media scrutiny and the growth of third party litigation on the Westpac Group’s business, reputation, prospects, funding. Class actions commenced against a competitor financial performance and financial condition. Furthermore, could also lead to similar proceedings against Westpac. any such effect could harm the Westpac Group’s credit ratings. Previous enforcement action by AUSTRAC has Litigation (including class actions) may, either individually resulted in a range of outcomes, depending on the nature or in aggregate, adversely affect the Westpac Group’s and severity of the relevant conduct and its consequences, business, operations, prospects, reputation or financial including substantial financial penalties, restrictions and condition. This risk is heightened by increases in the other regulator imposed conditions. severity of penalties for certain breaches of the law. Such matters are subject to many uncertainties and the outcome 5.2.5 Reputational damage has harmed may not be predicted accurately. Furthermore, the and could in the future harm Westpac Group’s ability to respond to and defend litigation may be adversely affected by inadequate record keeping. Westpac’s business and prospects Depending on the outcome of any litigation, the Westpac Reputational risk arises where there are differences Group may be required to comply with broad court orders, between stakeholders’ current and emerging perceptions, including compliance orders, enforcement orders or beliefs and expectations and Westpac’s past, current and otherwise pay significant damages, fines, penalties or legal planned activities, processes, performance and behaviours. costs. There are various potential sources of reputational In addition, the case studies considered by the Royal damage. For example, where Westpac’s actions cause, Commission, and the Royal Commission’s findings, have or are perceived to cause, a negative outcome for led, and may in the future lead to, regulators commencing customers, shareholders, stakeholders or the community. investigations and/or enforcement action against the Reputational damage could also arise from the failure Westpac Group. to effectively manage risks, failure to comply with legal and regulatory requirements, enforcement or supervisory

66 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 67 Investment risks Investment Section 5 Section credit and capital market conditions and capital market credit technology failures failures technology Westpac is exposed to adverse adverse to exposed is Westpac Westpac could suffer losses due to due to losses suffer could Westpac significant additional resources required to modify to required additional resources significant any remediate and investigate or to systems Westpac’s incidents. or vulnerabilities Westpac relies on deposits, and credit and capital markets and capital markets on deposits, and credit relies Westpac liquidity Westpac’s liquidity. and source fund its business to and credit to related of obtaining funding are and costs conditions. capital market periods can experience and capital markets Global credit liquidity. decreased disruption and volatility, of extreme and be periods extended Such disruption can be for during the Global Financial as experienced unpredictable market to damage are faces Westpac main risks Crisis. The a of funding, and cost the access changes to confidence, in increased demand being placed on critical national on critical national demand being placed in increased which the infrastructure and communications technology the impact adversely could on. This relies Group Westpac the risk that and increase of such infrastructure reliability operate will not be able to systems technology Westpac’s a period of time. disabled for or will become properly meet to fail it may failure incurs a technology If Westpac and records as retaining (such obligation a compliance may or its customers period of time), a certain for data breaches privacy including through affected, be adversely in reputational result could This data. of personal or loss commencing and a regulator costs remediation damage, The Westpac. taking action against and/or an investigation the risk of a heighten may systems on legacy overreliance failure. technology its and enhance renew regularly needs to Westpac comply services, and products new deliver to technology and meet its customers’ obligations with regulatory is Westpac Consequently, obligations. and regulators’ to Failure projects. technology managing new constantly in cost result could implement these projects effectively instability, operational productivity, reduced overruns, the loss damage and/or reputational failures, compliance a competitive at Westpac place could This share. of market business, Westpac’s affect and adversely disadvantage or financial condition. financial performance prospects, 5.2.9 • affect negatively could consequences potential All these or financial performance prospects, business, Westpac’s financial condition. spend need to may Westpac evolve, threats As cyber or its systems or enhance modify to significant resources or incidents vulnerabilities any and remediate investigate 5.2.8 and security of integrity Maintaining the reliability, to is crucial and technology information Westpac’s business. Westpac’s in of processes has a number Group the Westpac While and recovery the availability and monitor preserve to place information Westpac’s is a risk that there of its systems, properly operate to might fail systems and technology wholly or events disabled, including from or become the example, For control. Westpac’s partially beyond and staff employees has seen more pandemic COVID-19 or remotely work contractors third-party of Westpac’s on put additional stress which may sites, alternative from Similarly, and systems. infrastructure technology Westpac’s implemented pandemic and the measures the COVID-19 result to likely are its spread mitigate to governments by in the future suffer, information information suffer, in the future including security risks, cyberattacks Westpac has suffered, and could could and has suffered, Westpac adverse regulatory action including fines or penalties; regulatory adverse and loss of data/information; of data/information; loss damage; reputational compensation; claims for adverse impacts to network access, operations or operations access, network impacts to adverse of services; availability of customers; loss systems not operating properly disrupting operations; properly not operating systems infrastructure; technology damage to providing increased opportunities for cyber threat threat cyber opportunities for increased providing exploit. to actors the COVID-19 pandemic, which has resulted in many in many pandemic, which has resulted the COVID-19 providers) of service (and staff employees Westpac potentially other sites, or from remotely working the growing sophistication of attackers; sophistication the growing security and on cyber focus regulatory increased activities; and of cyber oversight new technologies; technologies; new and telecommunications use of the internet increased financial transactions; conduct to • • • • • • cyberattack, such as: cyberattack, • • external attacks or internal breaches that could have an have could that breaches or internal attacks external or information confidential impact on Westpac’s adverse A range and counterparties. customers of Westpac’s that a successful arise from could consequences of potential measures to protect the confidentiality and integrity of and integrity the confidentiality protect to measures systems, the computer is a risk that there its information, be subject to may on which it relies and networks software malicious software, unauthorised access, security breaches, Westpac’s operations rely on the secure processing, processing, on the secure rely operations Westpac’s on its computer of information and transmission storage and networks and the systems and networks, systems implements suppliers. Although Westpac of external facilitate Westpac’s activities and financial platforms and activities and financial platforms Westpac’s facilitate and exchanges) systems as payment (such infrastructure the risk of cyberattacks. also subject to are Westpac Group may not be able to anticipate and prevent and prevent anticipate not be able to may Group Westpac and/or a cyberattack to respond effectively a cyberattack, a cyberattack. from minimise damage resulting or rectify and other parties that providers, service external Westpac’s have not always been, and may not always be, effective. effective. be, not always been, and may not always have losses will not suffer Westpac that is no assurance There The security breaches. or information cyberattacks from While Westpac has systems in place to protect against, against, protect to in place has systems Westpac While systems these cyberattacks, to and respond detect • • • heightened by: heightened • • The Westpac Group (and its external service providers) providers) service (and its external Group Westpac The risks are risks. These security information is subject to 5.2.7 affect Westpac’s business, prospects, reputation, financial reputation, prospects, business, Westpac’s affect or financial condition performance for example where the scope of litigation against the against of litigation the scope where example for further claims or causes by is expanded Group Westpac or additional litigation is also a risk that of action. There adversely all of which could arise, liabilities contingent settlement or determination by a Court for any legal any for a Court by or determination settlement the than or lower higher be materially may proceedings be larger liability may contingent any that or provision of situations, in a range occur may This than anticipated. There is a risk that the actual penalty paid following a following penalty paid the actual is a risk that There Westpac Capital Notes 7 slowing in global economic activity or other impacts on dividends or make capital distributions. Adverse conditions customers or counterparties. and/or adverse regulatory change could impact Westpac’s capital adequacy and/or trigger capital distribution As of 30 September 2020, approximately 27% of constraints. Westpac’s total funding originated from domestic and international wholesale markets. Of this, around 58% was 5.2.11 Sovereign risk may destabilise sourced outside Australia and New Zealand. Customer deposits provide around 65% of total funding. Customer financial markets adversely deposits held by Westpac comprise both term deposits, Sovereign risk is the risk that governments will default on which can be withdrawn after a certain period of time and their debt obligations or will be unable to refinance their at call deposits, which can be withdrawn at any time. debts as they fall due. Potential sovereign debt defaults A shift in investment preferences could result in deposit and the risk that governments will nationalise parts of their withdrawals which could increase Westpac’s need for economy including assets of financial institutions such as funding from other, potentially less stable, or more Westpac could negatively impact the value of Westpac’s expensive sources. holdings of liquid assets. There may also be a cascading effect to other markets and countries, the consequences If market conditions deteriorate due to economic, of which, while difficult to predict, may be similar to or financial, political or other reasons (including the COVID-19 worse than those experienced during the Global Financial pandemic), there may also be a loss of confidence in bank Crisis. Such an event could destabilise global financial deposits leading to unexpected withdrawals. This could markets, adversely affecting Westpac’s liquidity, financial increase funding costs and Westpac’s liquidity, funding performance or financial condition. and lending activities may be constrained and Westpac’s financial solvency threatened. 5.2.12 Westpac could be adversely If Westpac’s current sources of funding prove to be affected by the failure to maintain insufficient, it may need to seek alternatives which will its credit ratings depend on factors such as market conditions, Westpac’s credit ratings and market capacity. Even if available, these Credit ratings are independent opinions on Westpac’s alternatives may be more expensive or on unfavourable creditworthiness. Westpac’s credit ratings can affect the terms, which could adversely affect Westpac’s financial cost and availability of Westpac’s funding and may be performance, liquidity, capital resources or financial important to certain customers or counterparties when condition. evaluating its products and services. If Westpac is unable to source appropriate funding, Credit ratings assigned to Westpac by rating agencies are Westpac may be forced to reduce lending or liquidity. based on an evaluation of a number of factors, including This may adversely impact Westpac’s business, prospects, Westpac’s financial strength, the quality of Westpac’s liquidity, capital resources, financial performance or governance, structural considerations regarding the financial condition. If Westpac is unable to source Australian financial system and economy and Australia’s appropriate funding for an extended period, or if it can no Sovereign credit rating. A rating downgrade could be longer realise liquidity, Westpac may not be able to pay its driven by a downgrade of Australia’s Sovereign credit debts as and when they fall due. rating, or one or more of the risks identified in this Section 5.2 or by other events including changes to the Westpac enters into collateralised derivative obligations, methodologies rating agencies use to determine ratings. which may require Westpac to post additional collateral based on market movements, which has the potential The economic impacts of the COVID-19 pandemic have to adversely affect Westpac’s liquidity or ability to use affected Westpac’s credit ratings and may do so in the derivative obligations to hedge its interest rate, currency future. In April 2020, Fitch Ratings downgraded its short- and other financial instrument risks. term and long-term ratings for the major Australian banks (including Westpac) by one notch, to A+ (from 5.2.10 Westpac could be adversely AA-) and F1 (from F1+) respectively, citing the significant affected by the risk of inadequate economic consequences for Westpac’s core markets of Australia and New Zealand caused by the actions taken by capital levels under stressed governments to slow the spread of COVID-19. Fitch Ratings conditions has maintained the rating outlook for the major Australian banks as “negative”, reflecting the major downside risk to The economic impact of the COVID-19 pandemic has Fitch’s economic outlook in light of the evolving global brought to the fore the risk of an inadequate level or situation. In April 2020, S&P Global Ratings revised its composition of capital to support normal business outlook for Westpac’s long-term issuer credit rating to activities and to meet regulatory capital requirements ‘negative’, mirroring a similar change to its outlook for the under normal operating environments or stressed Australian Sovereign. As the economic impacts from the conditions. Regulatory change will require banks to hold COVID-19 pandemic continue, there is a risk that there will higher capital, specifically for the implementation of future be further negative movement in Westpac’s credit ratings. capital and risk-weighted assets regulations coming into effect from 2023. APRA requires banks to operate above A downgrade to Westpac’s credit ratings could have the 10.5% unquestionably strong benchmark to prepare an adverse effect on Westpac’s cost of funds, collateral for this change although the impact on each bank will requirements, liquidity, competitive position and its access be different due to different balance sheet and portfolio to capital markets. The extent and nature of these impacts mix. Capital distribution constraints apply when an ADI’s would depend on various factors, including the extent Common Equity Tier 1 Capital Ratio is within the capital of any rating change, differences across agencies (split buffer range (consisting of the capital conservation buffer ratings) and whether competitors or the sector are also plus any countercyclical capital buffer). Capital constraints impacted. could have an impact on Westpac’s ability to pay future

68 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 69 Investment risks Investment Section 5 Section adversely affected and could further and could affected adversely financial Westpac’s affect adversely condition or financial performance An increase in defaults has in defaults An increase These risks are heightened by the COVID-19 pandemic COVID-19 the by heightened risks are These activity and economic impacted which has negatively financial experience to of customers caused a range cease customers pandemic has seen many The stress. an unknown for their operations reduce or substantially been been laid off, have period. In addition, individuals may has hours. Westpac work fewer or have work, unable to businesses affected from assistance for requests received to and will continue and has implemented, and consumers support them, including to initiatives implement, various These capitalisation. and interest deferrals repayment performance or financial condition. performance the Westpac can also significantly affect Monetary policy or negative settings (including low rate Interest Group. as banks (such central by and other actions taken rates) cost Westpac’s affect adversely easing) may quantitative lending and investments of Westpac’s of funds, the value Monetary policies also impact margins. and Westpac’s operates Westpac of the jurisdictions conditions economic demand affect policies could or obtains funding in. These a have and/or and services products Westpac’s for and customers Group’s impact on the Westpac negative will they the risk that increasing potentially counterparties, Westpac’s affect adversely could All these factors default. financial or financial performance prospects, business, condition. 5.2.16 impairment credit for provisions establishes Westpac expectations. and Westpac’s information based on current Westpac’s beyond deteriorate conditions If economic could counterparties and/or some customers expectations, an increase leading to higher financial stress experience Such and higher provisioning. and write-offs, in defaults capital liquidity, Westpac’s affect adversely could events or financial condition. financial performance resources, influenced by the level and cyclical nature of activity in of activity nature and cyclical the level by influenced by in turn impacted are factors These these countries. (including, conditions economic and international domestic pandemic). the COVID-19 present, at Zealand and New in Australian A significant decrease valuations property and commercial housing valuations lending activities impact Westpac’s adversely could of their property with loans in excess because borrowers occur, If defaults default. to a higher propensity show value causing higher credit be eroded, security may Westpac’s lending products home Westpac’s for demand The losses. (such changes in tax legislation also decline due to may or deductions), concessions rates, tax as changes to about concerns or buyer requirements regulatory in values. decreases conditions and business economic changes to Adverse also could and other countries Zealand New in Australia, due to In particular, customers. Westpac’s affect adversely and China, Australia between relationship the economic and agricultural particularly in the mining, resources (or growth economic in China’s a slowdown sectors, could measures) trade the adoption of protectionist Changes in economy. impact the Australian negatively policies and Chinese Government prices, commodity Westpac’s demand for reduce could conditions economic the ability of Westpac’s and affect and services products it could If this occurred, their loans. repay to borrowers financial prospects, business, impact Westpac’s negatively New Zealand economies Zealand New dependent on the Australian and dependent on the Australian operations or profitability operations adversely affect Westpac’s Westpac’s affect adversely Australian, New Zealand or other Zealand New Australian, systems financial affected by a shock to the to a shock by affected Westpac’s business is substantially is substantially business Westpac’s Declines in asset markets could could markets Declines in asset Westpac could be adversely adversely be could Westpac The majority of Westpac’s business is conducted in is conducted business majority of Westpac’s The is performance so Westpac’s Zealand and New Australia Westpac’s revenues and earnings are dependent on dependent on and earnings are revenues Westpac’s its of financial services activity and the level economic require. customers fees based on the value of securities and/or assets held or assets of securities and/or based on the value fees managed. 5.2.15 condition. wealth also impact Westpac’s prices Declining asset as its earnings partly depend on management business may impact Westpac’s ability to recover amounts owing amounts owing recover ability to impact Westpac’s may It may default. counterparties or if customers Westpac to and provisions, impairment charges Westpac’s also affect financial and in turn impacting its financial performance Declining asset prices could also impact customers also impact customers could prices Declining asset of security (including and the value and counterparties holds. This Westpac property) and commercial residential or other asset markets, including equity, residential and residential including equity, markets, or other asset and affected, adversely have markets property commercial operations Westpac’s affect, adversely in the future could and profitability. Recent and future declines in Australian, New Zealand Zealand New declines in Australian, and future Recent difficult to predict and there is a risk that Westpac’s Westpac’s is a risk that there and predict difficult to be ineffective. may response 5.2.14 prospects, financial performance or financial condition or financial condition financial performance prospects, affected. be adversely could are such event of any and consequences nature The the Westpac Group. These events could also undermine could events These Group. the Westpac impair liquidity, reduce in the financial system, confidence and customers Westpac’s funding and affect to access business, Westpac’s If this occurred, counterparties. borrowers or counterparties to repay their loans or their repay to or counterparties borrowers credit higher causing Westpac meet their obligations, in invest to willingness investors’ affecting and losses and business spending may decrease, unemployment may may unemployment decrease, spending may and business and services products Westpac’s rise and demand for earnings. Westpac’s reducing thereby decline, could the ability of Westpac’s also affect may conditions These including Australia and New Zealand. and New including Australia affect adversely disruptions could and economic Market because consumer such as Westpac financial institutions conditions, external events, geopolitical instability (such as (such geopolitical instability events, external conditions, example, For political developments. and global conflicts), been, and pandemic have the COVID-19 the impacts from the global economy significant for be, to continue could In the past decade the financial services industry industry services decade the financial In the past to continue been, and may have and capital markets global economic volatility, by affected adversely be, There is a risk that a major systemic shock could occur that that occur shock could a major systemic risk that is a There or other Zealand New the Australian, impacts adversely financial systems. 5.2.13 Westpac Capital Notes 7 initiatives, and any support that governments or regulators a mismatch between the duration of assets and liabilities may in the future require banks to provide to customers arising from the normal course of business activities. impacted by the COVID-19 pandemic, may have a negative impact on the Westpac Group’s financial performance and Changes in markets could be driven by numerous may see the Westpac Group assume greater risk than it developments. For example, the COVID-19 pandemic has would have under ordinary circumstances. resulted in significant market disruption and price volatility. The long-term impact of the COVID-19 pandemic on The July 2017 announcement by the FCA (which regulates customers and the magnitude of defaults or impairments the London Interbank Offered Rate (“LIBOR”)) that it is uncertain. For example, consumers may permanently would not require panel banks to continue to submit decrease discretionary spending, which may increase the rates for the calculation of the LIBOR benchmark after time it takes certain industries to recover. 2021 may also impact market volatility. Accordingly, the continuation of LIBOR in its current form will not be Credit risk also arises from certain derivative, clearing guaranteed after 2021, and it appears that LIBOR will be and settlement contracts Westpac enters into, and from discontinued or modified by 2021. Any such developments Westpac’s dealings in, and holdings of, debt securities or future changes in the administration of LIBOR or other issued by other institutions, the financial conditions of market benchmarks could have adverse consequences which may be affected to varying degrees by economic to the return on, value of and market for securities and conditions in global financial markets. other instruments linked to any such benchmark, including 5.2.17 Westpac faces intense competition securities or other instruments issued by the Westpac Group. in all aspects of its business If Westpac were to suffer substantial losses due to market The financial services industry is highly competitive. volatility (including changes in the return on, value of Westpac competes with a range of firms, including retail or market for, securities or other instruments) it may and commercial banks, investment banks, other financial adversely affect Westpac’s business, prospects, liquidity, service companies, fintech companies and businesses capital resources, financial performance or financial in other industries with financial services aspirations. condition. This includes those not subject to the same capital and regulatory requirements which may allow those 5.2.19 Westpac has suffered and could competitors to operate more flexibly. suffer losses due to operational risks Emerging competitors are increasingly altering the Operational risk includes, among other things, reputational competitive environment by adopting new business risk, technology risk, model risk and outsourcing risk, as models or seeking to use new technologies to disrupt well as the risk of business disruption due to external existing business models. events such as natural disasters, or outbreaks of The competitive environment may also change as a result communicable diseases (such as the COVID-19 pandemic), of increased scrutiny by regulators in the sector, and environmental hazard, damage to critical utilities, and legislative reforms such as ‘Open Banking’, which will targeted activism and protest activity. While Westpac has stimulate competition, improve customer choice and likely policies, processes and controls in place to manage these give rise to increased competition from new and existing risks, these have not always been, or may not now be, firms. effective. A failure to compete effectively in the various markets in Ineffective processes and controls have resulted in, which Westpac operates has and may continue to lead to a and could result in, an adverse outcome for Westpac’s decline in Westpac’s margins or market share. customers. For example, a process breakdown could result in a customer not receiving a product on the terms, Deposits fund a significant portion of Westpac’s balance conditions, or pricing they agreed to, potentially leading sheet and have been a relatively stable source of funding. to greater amounts of financial stress. Failed processes If Westpac is not able to successfully compete for deposits could also result in Westpac incurring losses because this could increase its cost of funding, lead it to seek Westpac cannot enforce its contractual rights. This could access to other types of funding or result in it reducing its occur because Westpac did not correctly document lending. its rights or failed to perfect a security interest. These Westpac’s ability to compete depends on its ability to types of operational failures may also result in customer offer products and services that meet evolving customer remediation and/or increased regulatory scrutiny and, preferences. A failure to effectively respond to changes in depending on the nature of the failure, result in class action customer preferences could see Westpac lose customers. proceedings or a regulator commencing an investigation This could adversely affect Westpac’s business, prospects, and/or taking other action. financial performance or financial condition. Westpac could incur losses from fraudulent applications for loans or from incorrect or fraudulent payments and 5.2.18 Westpac could suffer losses settlements. Fraudulent conduct can also arise from due to market volatility external parties seeking to access the bank’s systems or customer accounts. If systems, procedures and protocols Westpac is exposed to market risk due to Westpac’s for managing fraud fail, or are ineffective, they could financial markets businesses, its defined benefit plan and lead to losses which could adversely affect Westpac’s through asset and liability management. Market risk is customers, business, prospects, reputation, financial the risk of an adverse impact on earnings resulting from performance or financial condition. changes in market factors, such as foreign exchange rates, commodity prices, equity prices, and interest rates Westpac is also exposed to model risk, being the risk of (including low or negative interest rates and any resulting loss arising from errors or inadequacies in data or a model, pressure placed on the Westpac Group’s interest margins). or in the control and use of a model. This includes interest rate risk in the banking book due to

70 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 71 Investment risks Investment Section 5 Section future could suffer, losses and be losses suffer, could future to the failure by affected adversely risk management implement effective procedures have required, and could and could required, have procedures to Westpac require, in the future activity remediation undertake Westpac has suffered, and in the suffered, has Westpac Breakdowns in processes and in processes Breakdowns inadequate or that key risk management policies, controls risk management policies, controls key or that inadequate inadequacies due to be ineffective, may and processes of poor or because failures in their design, technology is these types of failings for potential The implementation. enough does not have Group if the Westpac heightened in and qualified employees skilled, trained appropriately positions. key risk with any limitations also inherent are There in or emerge exist, as risks may management framework or identified not anticipated has Westpac that the future, not be effective. may controls and Westpac’s a regulator requiring a remediation to be done in a specific to a remediation requiring a regulator in completing Westpac delay could factors These way. commencing a regulator lead to and may the remediation It could Group. the Westpac action against enforcement be could risk, and Westpac reputational increased in result the media customers, affected regulators, challenged by and other stakeholders. and in scoping significant challenges involved The the a risk that also create remediations executing initially will be higher than incurred costs remediation a remediation in completing delays Further, estimated. incurring additional administration in Westpac result could to payments and making higher remediation costs of money. the time value reflect to customers quantify scope, cannot effectively Group If the Westpac activity in a timely way, or implement a remediation business, impact on Westpac’s be an adverse could there or financial financial performance reputation, prospects, condition. 5.2.22 has not always risk management framework Westpac’s effective. be, to prove not in the future been, or may is be because the design of the framework could This 5.2.21 (such and procedures processes in Westpac’s Breakdowns brought in the civil penalty proceedings as those identified lead to, in the future could and led to, have AUSTRAC) by third or other employees customers, for outcomes adverse remediate. to is required parties which Westpac has, on a number of occasions, Group Westpac The (including costs significant remediation incurred the issue) of correcting and costs payments compensation in the future will arise similar issues is a risk that and there remediation. require will that in significant challenges and risks involved are There ability to activities. Westpac’s remediation customer be impeded if could the underlying issue investigate record Westpac’s beyond old and occurred is the issue It inadequate. are records period, or Westpac’s retention properly significant time to also be difficult and take may activity. a remediation quantify and scope properly customers compensate to how Determining numerous involving can also be complicated, and fairly approach proposed Group’s Westpac The stakeholders. a number of events, by be affected may a remediation to action, or a class commencing customers such as affected affect Westpac’s business and business Westpac’s affect operations Poor data quality could adversely adversely quality could data Poor

prospects, financial performance and/or financial condition. financial and/or performance financial prospects, The consequences and effects arising from poor data poor data arising from and effects consequences The an adverse have could retention quality or poor data operations, business, Group’s impact on the Westpac pandemic and if these are not fixed in a timely way could could in a timely way not fixed pandemic and if these are and lead regulators scrutiny, regulatory in increased result these issues remediate to Group the Westpac require to within specific timeframes. significant effort to improving the quality of data and data and data the quality of data improving to significant effort deficiencies and remediating and processes frameworks remediate to efforts Some of Westpac’s necessary. where the COVID-19 by been disrupted have issues data accurate data for financial and other reporting. for data accurate has and Group the Westpac of data, the importance Due to and devote costs incur substantial to continue will likely Poor data or poor data retention can also affect Westpac’s Westpac’s can also affect retention or poor data data Poor lead which could obligations compliance meet its ability to also needs it. Westpac taking action against a regulator to in credit systems and processes. Any deficiency in credit in credit deficiency Any and processes. systems in credit a negative in turn, have could, and processes systems of decision making in the provision impact on Westpac’s on which it is provided. and the terms credit implementation of data management frameworks. of data implementation service, poor customer lead to quality could data Poor and deficiencies risk management outcomes, negative In some areas of its business, Westpac is affected by poor poor by affected is Westpac of its business, In some areas arise in the future and could has occurred This quality. data inadequacies through including in a number of ways, ineffective and policies, or the processes in systems, a key role in how Westpac provides products and services and services products provides Westpac in how role a key its risk management systems, Westpac’s customers, to planning. and strategic and its decision-making framework Accurate, complete and reliable data, along with data, and reliable complete Accurate, frameworks and access retention control, data appropriate plays Data business. Westpac’s is critical to and processes, 5.2.20 infrastructure providers may not operate correctly and this correctly not operate may providers infrastructure and/or Group the Westpac or damage to cause loss may its counterparties. Another possible source of disruption to the Westpac the Westpac of disruption to source Another possible rates. interest banks adopting negative central is Group the used by systems the technology If this occurred, financial and/or its counterparties Group, Westpac could disrupt Westpac’s ability to provide its products its products provide ability to disrupt Westpac’s could operations, Westpac’s impact and adversely and services or reputation. financial performance customers. The COVID-19 pandemic is disrupting some pandemic is disrupting COVID-19 The customers. and these disruptions party contractors, suppliers and third these third-party by Failures continue. to likely are required as services deliver to and suppliers contractors customers and the Westpac Group. and the Westpac customers in on a number of suppliers, both also relies Westpac it and its to services provide to overseas, and Australia the failure of a third party to use and handle this data use and handle this data party to of a third the failure to failing Group the Westpac in result could correctly, privacy (including relevant obligation meet a compliance on Westpac’s impact an adverse have and/or obligations) data with third parties, such as suppliers and regulators, to to and regulators, such as suppliers parties, with third data A obligations. and meet regulatory their business conduct the transfer, to related or control a process in breakdown or party, a third to sent of data or protection storage Financial services entities have been increasingly sharing been increasingly have entities services Financial Westpac Capital Notes 7

The risk management framework may also prove to recruit and retain appropriately skilled and qualified ineffective because of weaknesses in risk culture, persons into these roles, could each have an adverse effect which may result in risks and control weaknesses not on Westpac’s business, prospects, reputation, financial being identified, escalated and acted upon. Recent performance or financial condition. analysis and reviews, in addition to regulatory feedback, have highlighted that the framework is not operating 5.2.24 Climate change may have adverse satisfactorily in a number of respects and needs to be effects on Westpac’s business improved. The Westpac Group has a number of risks which sit outside Westpac’s risk appetite or do not meet Westpac, its customers, external suppliers and the expectations of regulators. Further, a deficiency in the communities in which Westpac operates, may be adversely design or operation of Westpac’s remuneration structures affected by the physical risks of climate change, including could have a negative effect, potentially resulting in staff increases in temperatures, sea levels, and the frequency engaging in excessive risk taking behaviours. and severity of adverse climatic events including fires, storms, floods and droughts. These effects, whether acute As part of the Westpac Group’s risk management or chronic in nature, may directly impact Westpac and its framework, the Westpac Group measures and monitors customers through disruptions to business and economic risks against its risk appetite. If a risk is out-of-appetite, the activity or impacts on income and asset values. Westpac Group needs to take steps to bring this risk back into appetite in a timely way. However, the Westpac Group Initiatives to mitigate or respond to climate change may not always be able to achieve this within proposed (transition risks) may impact market and asset prices, timeframes. This may occur because, for example, the economic activity, and customer behaviour, particularly Westpac Group experiences delays in enhancing its in emissions intensive industry sectors and geographies information technology systems or in recruiting sufficient affected by these changes. Further, the failure or perceived numbers of appropriately trained staff for required failure to manage climate change appropriately may activities. It is also possible that due to external factors increase the risk that third parties commence litigation beyond Westpac’s control, certain risks may be inherently against the Westpac Group, with this type of climate- outside of appetite for periods of time. The Westpac Group related litigation becoming more common. is required to periodically review its risk management Failure to effectively manage and disclose these risks could framework to determine if it remains appropriate. adversely affect Westpac’s business, prospects, reputation, If the Westpac Group is unable to bring risks back into financial performance or financial condition. appetite, or if it is determined that the Westpac Group’s risk management framework is no longer appropriate, 5.2.25 Westpac could suffer losses due to the Westpac Group may incur unexpected losses and environmental factors or external be required to undertake considerable remedial work, including incurring substantial costs. The failure to remedy events this situation could result in increased scrutiny from Westpac and its customers operate businesses and regulators, who could require (amongst other things) hold assets in a diverse range of geographic locations. that the Westpac Group hold additional capital or direct Any significant environmental change or external event the Westpac Group to spend money to enhance its risk (including fire, storm, flood, earthquake, outbreaks management systems and controls. Weaknesses in risk or pandemics of communicable diseases such as the management systems and controls have recently led to COVID-19 pandemic, civil unrest or terrorism) in any of adverse outcomes for the Westpac Group, with APRA these locations has the potential to disrupt business requiring Westpac to hold additional capital following the activities, damage property and affect asset values and completion of its Culture, Governance and Accountability Westpac’s ability to recover amounts owing to it. In self-assessment, as well as following the commencement addition, such an event could have an adverse impact of civil penalty proceedings by AUSTRAC. Inadequacies on economic activity, consumer and investor confidence, in addressing risks or in the Westpac Group’s risk or the levels of volatility in financial markets, all of which management framework could also result in the Westpac could adversely affect Westpac’s business, prospects, Group failing to meet a compliance obligation and/or financial performance or financial condition. financial losses. 5.2.26 Westpac could suffer losses due to If, as has occurred, any of Westpac’s governance or risk management processes and procedures insurance risk prove ineffective or inadequate or are otherwise not Insurance risk is the risk in Westpac’s licensed regulated appropriately implemented, Westpac could be exposed insurance entities of lapses being greater than expected, to higher levels of risk than expected which may result in or the costs of claims being greater than expected due unexpected losses, breaches of compliance obligations to a failure in product design, underwriting, reinsurance and reputational damage which could adversely affect arrangements or an increase in the severity and/or Westpac’s business, prospects, financial performance or frequency of insured events. The COVID-19 pandemic and financial condition. its economic impacts may lead to increased insurance claims, as well as potentially impact new business, lapses, 5.2.23 Westpac’s failure to recruit and and capital coverage for the Westpac Group’s insurance retain key executives, employees and entities. Directors may have adverse effects In life insurance, risk arises primarily through mortality on its business and morbidity (illness and injury) risks, the costs of claims relating to those risks being greater than was anticipated Key executives, employees and Directors play an integral and policy lapses. role in the operation of Westpac’s business and its pursuit of its strategic objectives. The unexpected departure of In general insurance, insurance risk arises mainly through an individual in a key role, or the Westpac Group’s failure environmental events (including storms, floods and

72 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 73 Investment risks Investment Section 5 Section it fails to syndicate or sell down or sell down syndicate to it fails securities underwritten on Westpac’s effects adverse have business Certain strategic decisions may decisions may strategic Certain Westpac could suffer losses if losses suffer could Westpac transaction was entered into. entered was transaction divest successfully be unable to may In addition, Westpac As a do so in a timely manner. or to or assets, businesses positive the anticipated not receive may Westpac result otherwise could Group and the Westpac results, business affected. be adversely appropriately to in failing also risks involved are There (including environment the business changes in to respond geopolitical, regulatory, economic, to changes related social and competitive environmental, technological, on effects of adverse a range have could This factors). or maintain increase unable to such as being Westpac, and fees. on margins placing pressure and share market on impact a negative have of these risks could Any reputation, prospects, business, Group’s the Westpac or financial performance engagement with regulators, financial condition. summary of risks in this Section 5 is not exhaustive The and in its entirety this Prospectus should read and you financial adviser or other professional your consult in Westpac invest deciding whether to adviser before 7. Capital Notes In the event that an asset is no longer in use, or its value or its value no longer in use, is an asset that In the event has useful life its estimated or that reduced has been adversely be recorded, an impairment will declined, performance. financial Group’s the Westpac impacting 5.2.29 and listed underwrites Westpac As a financial intermediary, suffer could Westpac debt and equity securities. unlisted others. this risk to or sell down syndicate to if it fails losses market in times of heightened pronounced risk is more This pandemic. such as during the COVID-19 volatility, 5.2.30 and implements evaluates routinely Group Westpac The including diversification, decisions and objectives strategic initiatives. expansion or business divestment innovation, or entry business, of a new or integration expansion The and costly. can be complex business, a new into These in businesses. and invests also acquires Westpac example, a number of risks. For involve transactions as not perform in may invests Westpac a business when the overvalued be to prove or ultimately anticipated estimates and judgements could and judgements could estimates losses to Group the Westpac expose Changes in critical accounting Changes in critical accounting Westpac could suffer losses due to due to losses suffer could Westpac assets that may adversely affect affect adversely may that assets or financial operations its business, condition impairment of capitalised software, impairment of capitalised software, goodwill and other intangible requirements. requirements. and assumptions used in assessing the useful life of an the useful life used in assessing and assumptions including of factors a range by can also be affected asset and regulatory changes in technology changes in strategy, For this purpose, Westpac uses a discounted cash flow cash flow uses a discounted Westpac this purpose, For Changes in the methodology or assumptions calculation. cash with changes in expected together in calculations Estimates impact this assessment. materially could flows, Westpac is required to assess the recoverability of the recoverability assess to is required Westpac least at balances goodwill and other intangible asset of impairment exists. an indicator annually or wherever the value of intangible assets. At Westpac’s balance date date balance Westpac’s At of intangible assets. the value goodwill to principally relate intangible assets Westpac’s and other capitalised software on acquisition, recognised capitalised expenses. In certain circumstances Westpac may incur a reduction in incur a reduction may Westpac circumstances In certain standards or to generally accepted accounting principles. accounting accepted generally or to standards 5.2.28 be an adverse effect on the Westpac Group’s financial Group’s on the Westpac effect be an adverse The reputation. and financial condition performance, and financial financial performance Group’s Westpac accounting changes to by also be impacted may condition If the Westpac Group’s actual and expected credit losses losses credit actual and expected Group’s If the Westpac of its other or if any for, provided those currently exceed could there in the future, judgements change accounting and/or judgement resulting from new information or from or from information new from judgement resulting and/or in result could or experience changes in circumstances than those greater incurring losses Group the Westpac for. or provided anticipated in connection with the calculation of provisions (including of provisions with the calculation in connection and the losses) credit and expected remediation of financial instruments. value of the fair determination assumption estimate, A change in a critical accounting The Westpac Group is required to make estimates, estimates, make to is required Group Westpac The and judgements when applying accounting assumptions particularly its financial statements, policies and preparing 5.2.27 a risk that Westpac will not be able to obtain and has not be able to will not Westpac a risk that for coverage or insurance reinsurance obtained appropriate to. be exposed may Group the Westpac the risks that The Westpac Group has been unable to, and may in the in and may has been unable to, Group Westpac The on arrangements reinsurance renew be unable to, future duration the cost, to in relation including similar terms, is also There provided. cover and amount of reinsurance factors. ineffective, are arrangements reinsurance If Westpac’s than anticipated. losses retained more lead to this could In lenders mortgage insurance, insurance risk arises insurance insurance, In lenders mortgage than defaults of mortgage higher levels primarily from or other economic unemployment from mostly expected, tsunamis. The frequency and severity of these external external of these and severity frequency The tsunamis. pricing that is possible and it predict to is difficult events of the cost cover to not be adequate may and reserving arise. may claims that bushfires) and other calamities, such as earthquakes and earthquakes calamities, such as and other bushfires) Australian tax summary

SECTION 6

This Section sets out:

6.1 Summary of the Australian tax consequences for Holders 6.2 Class Ruling 6.3 Distributions 6.4 Disposals of Westpac Capital Notes 7 6.5 Conversion of Westpac Capital Notes 7 6.6 Westpac Capital Notes 3 Reinvestment Offer 6.7 Provision of TFN and/or ABN 6.8 GST 6.9 Stamp Duty

74 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 75 ”) Australian tax summary tax Australian Commissioner Section 6 Section Australian resident Holders resident Australian Distributions after, the day that the Westpac Capital Notes 7 became Capital Notes the Westpac that the day after, ex-Distribution. the “primary qualification period”, which is the period the “primary qualification on which the the day after beginning on the day a Holder and by acquired 7 are Capital Notes Westpac the Westpac that the day after ending on the 90th day or 7 became ex-Distribution; Capital Notes to is under an obligation or an associate, if a Holder, of the effect (which have payments” “related make other to on the benefit of the Distribution passing the “secondary of the Distribution, in respect entities) period”, which is the period beginning qualification and ending on the 90th day before, on the 90th day To be held “at risk”, the Holder must effectively retain 30% retain effectively risk”, the Holder must be held “at To with holding of the risks and benefits associated or more or not the Westpac Whether 7. Capital Notes the Westpac a Holder during the risk” by held “at 7 are Capital Notes periods will depend upon whether the Holder relevant risk management has financial positions or undertakes loans, options or recourse using limited (e.g. strategies To the extent that any Distributions are unfranked, those unfranked, are Distributions any that the extent To amounts will also be included in Holders’ unfranked tax offsets. without any income, assessable of refunds not entitled to are companies are Holders that credits the surplus franking tax offsets. However excess be carried which may a tax loss to be converted may the Holder satisfying to (subject years future to forward rules). carry forward tax loss certain “Holding period rule” of offsets in respect tax A Holder will not be entitled to the Holder unless Distribution on a franked credits franking the Distribution. to in relation person” is a “qualified a Distribution, to person” in relation be a “qualified To Capital Notes held the Westpac have a Holder must 90 days least period of at a continuous for 7 “at risk” and disposal) during: of acquisition the days (excluding • • 6.3 be characterised 7 should Notes Capital Westpac The tax income Australian for interests” equity as “non-share “non-share as should be treated and Distributions purposes frankable. dividends” which are 6.3.1 Distributions the include to Holders will be required resident Australian income. in their assessable Distributions amounts of any should those Distributions to attached credits franking Any and tax income Holders’ assessable also be included in the amounts equal to available, be offsets should generally that the requirements subject to credits, of the franking the risk” for 7 be held “at Capital Notes the Westpac in this information the following periods (see requisite the “holding period rule”) and regarding Section 6.3.1 (“ Taxation of the Commissioner that under certain determination an adverse does not make in this information the following rules (see anti-avoidance Section 6.3.1). or complying individuals Holders who are Where tax offsets, those entitled to entities are superannuation the Holders, by tax payable any offsets will either reduce the tax offsets that extent the to tax refunds rise to or give the Holders. by is otherwise payable the tax that exceed ”) as at the date of this the date ”) as at ATO ”), the Australian tax adviser to the to tax adviser ”), the Australian Greenwoods tax consequences for Holders for tax consequences Class Ruling Class Summary of the Australian Australian of the Summary are subject to the “taxation of financial arrangements” of financial arrangements” the “taxation subject to are Act. rules in Division 230 of the Tax insurance companies, or who otherwise hold Westpac or who otherwise hold Westpac companies, insurance stock; or as trading account 7 on revenue Capital Notes and/or acquire their Westpac Capital Notes 7 in the course 7 in the course Capital Notes their Westpac acquire such in securities, or investing of trading of a business banks or companies, investment traders, as share issued, the Class Ruling will be available on the ATO and on the ATO will be available Ruling the Class issued, websites. Westpac considered in this Section 6. considered the shortly after Ruling should be issued Class The it has been When issued. 7 are Capital Notes Westpac 6.2 Ruling requesting a public Class has applied for Westpac on the principal tax issues views of the ATO’s confirmation regulations and the current administrative practice of the practice administrative and the current regulations (“ Office Taxation Australian Prospectus. disposing of Westpac Capital Notes 7 in light of your 7 in light of your Capital Notes disposing of Westpac particular circumstances. and tax laws on Australian summary is based This individual circumstances. individual circumstances. tax adviser professional own your should consult You holding or of acquiring, the consequences regarding • in investment of your actual tax consequences The your depending upon differ 7 may Capital Notes Westpac • Act. of all tax consequences summary does not address This 7 and, in particular, Capital Notes of Westpac ownership the positions of Holders who: does not address investor should, before making any decision to invest in the invest to decision making any should, before investor taking financial advice consider 7, Capital Notes Westpac who holds an AFSL under the Corporations a person from information about a financial product within the meaning about a financial product information is only one of the matters taxation Act, of the Corporations when making a decision about be considered must that or prospective An investor financial product. the relevant constitute financial product advice for the purposes for advice financial product constitute is not licenced, Greenwoods Act. of the Corporations financial product provide to Act, under the Corporations any this summary contains that the extent and to advice Prospectus or in relation to Westpac or the performance of or the performance Westpac to or in relation Prospectus in Westpac. investment any in this summary does not contained information The Greenwoods has consented to the inclusion of this the inclusion to has consented Greenwoods should not but this consent summary in this Prospectus in this other matter about any as a statement be taken Limited (“ Limited described all the transactions that on the assumption Offer out in the manner will be carried in this Prospectus described in this Prospectus. consequences for certain Australian resident and non- resident Australian certain for consequences Westpac Holders who subscribe for resident Australian summary has been This under the Offer. 7 Capital Notes Pty & Herbert Smith Freehills Greenwoods by prepared 6.1 tax the Australian is a summary of following The Westpac Capital Notes 7 forward sale contracts) in relation to the Westpac Capital 6.3.2 Non-Australian resident Holders Notes 7. If Holders hold the Westpac Capital Notes 7 for at least 90 days during the “primary qualification period”, do To the extent that Distributions paid to non-Australian not have any financial positions or enter into any relevant resident Holders, who do not hold their Westpac Capital risk management strategies in relation to the Westpac Notes 7 through a permanent establishment in Australia, Capital Notes 7, and are not under an obligation to make are franked, those Distributions will not be subject to “related payments” to other entities, those Holders should Australian withholding tax. Where such Distributions be “qualified persons” in relation to Distributions on the are not fully franked, the unfranked portion of any such Westpac Capital Notes 7. Distribution will be subject to withholding tax at the rate of 30%. This rate may be reduced if the non-Australian Holders who are individuals and who will not claim tax resident Holder is resident in a country that has a double offsets in any one year in excess of $5,000 (from all taxation agreement with Australia. sources), will automatically be taken to be “qualified persons” in relation to all Distributions that they receive (provided that they are not under an obligation to make a 6.4 Disposals of Westpac Capital “related payment” as described in this Section 6.3.1). Notes 7 The application of the franking rules to Holders will depend upon the particular circumstances of each Holder. 6.4.1 Australian resident Holders Accordingly, each Holder should seek independent advice We expect the Commissioner to take the view that the as to whether they will be treated as a “qualified person” in Westpac Capital Notes 7 are not “traditional securities” for relation to Distributions received on the Westpac Capital the purposes of the Tax Act. On that basis, any gains or Notes 7. losses made by Holders on the disposal of their Westpac Anti-avoidance rules Capital Notes 7 will be taxed under the capital gains tax (“CGT”) provisions. There are anti-avoidance rules that may apply in certain circumstances to deny the benefit of franking credits to A disposal of a Westpac Capital Note 7, whether through holders of equity interests. an on-market disposal, Redemption, or pursuant to a Transfer Notice, will be a CGT event. Holders may make One such rule, being the so called “anti-hybrid” provision in a capital gain or a capital loss, depending upon whether section 207-158 of the Tax Act, can apply when a franked their capital proceeds from the disposal are more than the distribution gives rise to a foreign income tax deduction cost base of their Westpac Capital Notes 7, or whether the for the issuer of certain types of equity instruments. capital proceeds are less than the reduced cost base of However, following a recent legislative amendment to their Westpac Capital Notes 7, respectively. section 207-158 of the Tax Act, it is now clear that this provision will not apply to deny franking credits or tax For Holders who acquire Westpac Capital Notes 7 pursuant offsets to Holders on their Distributions on Westpac to this Prospectus, the first element of the cost base of a Capital Notes 7. Westpac Capital Note 7 will be the amount paid for the relevant Westpac Capital Note 7, which will be its Initial Section 177EA of the Tax Act is another anti-avoidance Face Value. Other amounts associated with the acquisition provision which is designed to counter schemes where or disposal of the Westpac Capital Notes 7, such as broker one of the purposes (other than an incidental purpose) of fees, may be added to the cost base. the scheme is to inappropriately obtain a franking benefit. There are a number of different objective factors that the The capital proceeds from a Redemption of a Westpac Commissioner may take into account in forming a view as Capital Note 7 on a Redemption Date will be equal to to whether a scheme has such a purpose. Where section the Face Value of the Westpac Capital Note 7, unless 177EA applies, the Commissioner may make a written the market value of a Westpac Capital Note 7 on the determination with the effect of either: Redemption Date (determined as if its Redemption had not occurred or been proposed) is greater or less than the • imposing a franking debit on the distributing entity’s Face Value. In that case, that greater or lesser market value franking account; or amount will be deemed to be the capital proceeds of the • denying the imputation benefit on the Distribution that Redemption, instead of the Face Value actually received. flowed directly or indirectly to the relevant taxpayer. The capital proceeds from a Transfer of a Westpac Capital The Commissioner has indicated that, in the usual case, he Note 7 to a Nominated Party on a Transfer Date will be would not ordinarily assert that section 177EA applied to equal to the Face Value of the Westpac Capital Note 7, a convertible instrument which satisfied the requirements assuming that the Holder is dealing at arm’s length with to be classified as Additional Tier 1 Capital for APRA the Nominated Party. regulatory reporting purposes. Based on that and current If the Face Value of the Westpac Capital Notes 7 has been case-law, Westpac expects the Commissioner to make reduced because there has been a Capital Trigger Event or a favourable Class Ruling on this issue, which would a Non-Viability Trigger Event, Holders who acquired those be binding on the Commissioner in favour of Holders Westpac Capital Notes 7 before that reduction occurred may who subscribe for Westpac Capital Notes 7 under this make a capital loss on the Redemption or Transfer of their Prospectus. Westpac Capital Notes 7. Holders should seek their own tax In addition, Westpac does not expect that the advice as to whether any such capital loss may be applied to Commissioner will seek to apply any of the other anti- offset capital gains in their particular circumstances. avoidance provisions in the tax law to deny the whole or The capital proceeds from an on-market disposal of any part of the imputation benefits received by Holders in a Westpac Capital Note 7 will be the sale price of the relation to Distributions. Westpac Capital Note 7. Holders who sell their Westpac Capital Notes 7 on-market may make capital gains or capital losses, depending upon the amount of capital proceeds that they receive.

76 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 77 Australian tax summary tax Australian Section 6 Section Reinvestment Offer Reinvestment Capital Notes 7 Notes Capital Westpac Capital Notes 3 Capital Notes Westpac Conversion of Westpac of Westpac Conversion hold their Westpac Capital Notes 3 as capital assets, are are 3 as capital assets, Capital Notes hold their Westpac in securities and of dealing or trading not in the business 3 on Capital Notes do not otherwise hold their Westpac tax purposes. for account revenue to refer also wish to 3 holders may Capital Notes Westpac 5 of the prospectus Summary in section Tax the Australian which 2015 6 August 3 dated Capital Notes Westpac for of certain a summary of the tax treatment contains 3 under the Capital Notes in Westpac invested entities that which contains Ruling CR 2015/64 and Class prospectus 6.6 Capital Eligible Westpac Offer, Under the Reinvestment all or some of their reinvest apply to 3 Holders may Notes Capital Notes 7. 3 in Westpac Capital Notes Westpac Capital of Westpac the transfer by be effected This will Party 3 Nominated Capital Notes the Westpac 3 to Notes Westpac $100 per Participating for 2020 on 4 December of the reinvestment 3 and the automatic Capital Note 7 ($100 per Capital Notes in Westpac proceeds transfer Note). 3 holders who do not Capital Notes Westpac For only participate (or Offer in the Reinvestment participate 3), it is Capital Notes of some of their Westpac in respect Westpac their Non-Participating that intended currently Capital the Westpac to 3 will be transferred Capital Notes $100 per for 2021 on 22 March Party 3 Nominated Notes 3. Capital Note Westpac will generally tax consequences income following The 3 Holders Capital Notes Westpac Participating apply to the to transferred 3 are Capital Notes whose Westpac to pursuant Party 3 Nominated Capital Notes Westpac Westpac Non-Participating and to Offer, the Reinvestment 3 Capital Notes 3 Holders whose Westpac Capital Notes 3 Nominated Capital Notes the Westpac to transferred are tax residents, Australian who are 2021, on 22 March Party 6.5 a Holder’s 7 is Converted, Note Capital a Westpac When 7 will be Capital Note the Westpac to rights in relation of Value the Face an amount equal to for terminated will apply that 7 and Westpac Capital Note the Westpac Shares Ordinary the Holder in subscribing for amount for The a discount. at Westpac by be issued to which are Ordinary 7 into Note Capital of a Westpac Conversion a capital gain rise to should not give in this way Shares gain or a revenue nor an assessable or a capital loss, recognition The Holder. a for loss, deductible revenue arisen on might otherwise have that gain or loss of any subsequent until any deferred is effectively Conversion the Holder from by acquired Shares sale of the Ordinary resident both Australian applies to This the Conversion. Holders. resident Holders and non-Australian base of cost base or reduced element of the cost first The of a Conversion as a result acquired Shares the Ordinary each base for will be the amount of the Holder’s cost 7. Capital Note Westpac Converted of as a result will be acquired that Shares Ordinary The by been acquired have to will be deemed a Conversion purposes, CGT for the time of Conversion Holders at the 12 month the purpose of calculating including for (see Discount” the “CGT for period required ownership Section 6.4.1). ”) AMITs ”) and Attribution MITs (“ MITs ”) and Attribution MITs Non-Australian resident Holders resident Non-Australian 7 in their particular circumstances. Westpac Capital Notes 7 in the course of carrying on a 7 in the course Capital Notes Westpac in Australia a permanent establishment through business of the potential in respect should obtain specific advice Capital Notes of a disposal of their Westpac consequences on business through a permanent establishment in a permanent establishment through on business Australia. Holders who held their resident non-Australian Any Capital Notes 7 is likely to be disregarded on the basis be disregarded to 7 is likely Capital Notes be “taxable to not likely 7 are Capital Notes Westpac that the Westpac unless the time of sale, at property” Australian in carrying the non-resident used by 7 were Capital Notes 6.4.2 a non-Australian made by capital gain or capital loss Any the disposal of their Westpac Holder from resident those Holders. Holders should seek independent advice to to those Holders. Holders should seek independent advice been held 7 have Capital Notes if their Westpac determine period. the requisite for The “CGT Discount” is not available to companies, nor companies, to is not available Discount” “CGT The 7 disposed of by Capital Notes Westpac can it apply to within 12 months into entered Holders under an agreement 7 by Capital Notes of the Westpac of the acquisition capital gains that may be subject to the “CGT Discount” Discount” the “CGT subject to be may capital gains that the entitled to are in the hands of those beneficiaries who Discount”. “CGT effect, the Australian Government has indicated that is it that has indicated Government Australian the effect, change this Once this measure. legislating to committed capital gains derive that and AMITs MITs effect, into comes those amounts as distribute be able to to will continue that is three months from the date of Royal Assent of the Assent of Royal the date months from is three that at can be no certainty there While enabling legislation. into when this change will come to this time in relation will not be entitled to the “CGT Discount” at the trust the trust at Discount” the “CGT will not be entitled to apply from scheduled to previously change was This level. and will instead been delayed but has now 1 July 2020, the date on or after commencing years income apply for discounted capital gains. discounted Managed that has announced Government Australian The (“ Trusts Investment by half, in the case of individuals and trusts, or by one- or by of individuals and trusts, in the case half, by entities. superannuation the case of complying in third, tax the regarding should seek specific advice Trustees to attributable of making distributions consequences The “CGT Discount” provisions may entitle Holders to entitle Holders to may provisions Discount” “CGT The their capital gain on the disposal of a Westpac reduce capital losses) deducting available 7 (after Capital Note entity or a trust, and held their Westpac Capital Notes 7 for 7 for Capital Notes Westpac and held their entity or a trust, be may the disposal, the Holder before 12 months or more gain made on capital any for Discount” a “CGT entitled to 7. Capital Notes Westpac the disposal of their assessable income, but may be carried forward to be offset to be carried forward but may income, assessable years. income in later net capital gains realised against superannuation complying If a Holder is an individual, Holder’s assessable income and subject to income tax, income and subject to income Holder’s assessable reduce to be available Discount”may although the “CGT as described in this Section the Holder, gain for the taxable other against not be deducted may A net capital loss 6.4.1. aggregated with other capital gains and capital losses capital losses capital gains and with other aggregated determine to year income in the relevant of the Holder capital capital gain or net Holder has a net whether the be included in the will if any, A net capital gain, loss. Any capital gain or capital loss made by a Holder will be a Holder by made loss gain or capital capital Any Westpac Capital Notes 7 the ATO’s binding views in respect of the tax treatment of part of the transfer proceeds should be taken to be ordinary certain entities that invested in Westpac Capital Notes 3 assessable income of the Westpac Capital Notes 3 holders. under the prospectus for Westpac Capital Notes 3. A copy of the Class Ruling is available on Westpac’s website at 6.6.3 CGT consequences of transfer of www.westpac.com.au/westpaccapnotes3. Westpac Capital Notes 3 6.6.1 Distributions Australian residents A Participating Westpac Capital Notes 3 Holder will The transfer of Westpac Capital Notes 3, either by be paid the First Pro-Rata Westpac Capital Notes 3 Participating Westpac Capital Notes 3 Holders pursuant to Distribution on 4 December 2020, in respect of the the Reinvestment Offer, or by Non-Participating Westpac period from (but excluding) 22 September 2020 to Capital Notes 3 Holders on 22 March 2021, will be a CGT (and including) 4 December 2020, on each Participating event for the Westpac Capital Notes 3 holders. Westpac Capital Note 3 that they hold at 7.00pm Westpac Capital Notes 3 holders may make a capital gain if (Sydney time) on 26 November 2020, being the record their capital proceeds from the transfer are more than their date for the First Pro-Rata Westpac Capital Notes 3 “cost base” for their Westpac Capital Notes 3, or may make Distribution, subject to the distribution payment conditions a capital loss if their capital proceeds are less than their in the Westpac Capital Notes 3 Terms being met. “reduced cost base” for their Westpac Capital Notes 3: A Non-Participating Westpac Capital Notes 3 Holder • Cost base or reduced cost base: the first element of a will be paid the First Pro-Rata Westpac Capital Notes Westpac Capital Notes 3 holder’s cost base, or reduced 3 Distribution on 4 December 2020, on each Non- cost base, for their Westpac Capital Notes 3 is the Participating Westpac Capital Note 3 that they hold at amount paid by the Westpac Capital Notes 3 holder for 7.00pm (Sydney time) on 26 November 2020, being the their Westpac Capital Notes 3. Certain other amounts record date for the First Pro-Rata Westpac Capital Notes 3 associated with the acquisition or disposal of Westpac Distribution, subject to the distribution payment conditions Capital Notes 3, such as broker fees, may be added to in the Westpac Capital Notes 3 Terms being met. the cost base. A Non-Participating Westpac Capital Notes 3 Holder will • Capital proceeds: the capital proceeds that will be also be paid the Second Pro-Rata Westpac Capital Notes 3 received by a Westpac Capital Notes 3 holder from the Distribution on 22 December 2020, in respect of the period transfer of their Westpac Capital Notes 3, either by a from (but excluding) 4 December 2020 to (and including) Participating Westpac Capital Notes 3 Holder pursuant 22 December 2020, on each Non-Participating Westpac to the Reinvestment Offer, or by a Non-Participating Capital Note 3 that they hold at 7.00pm (Sydney time) on Westpac Capital Notes 3 Holder on 22 March 2021 14 December 2020, being the record date for the Second assuming the intended transfer of their Westpac Capital Pro-Rata Westpac Capital Notes 3 Distribution, subject to Notes 3 occurs, will be $100 per Westpac Capital the distribution payment conditions in the Westpac Capital Note 3, assuming, in each case, that they are dealing Notes 3 Terms being met. at arm’s length with the Westpac Capital Notes 3 If a Non-Participating Westpac Capital Notes 3 Holder Nominated Party. continues to hold Westpac Capital Notes 3 on the record Any capital gain (or capital loss) made by a Westpac Capital date for the Final Westpac Capital Notes 3 Distribution, it Notes 3 holder will be aggregated with other capital gains is intended that they will also be paid the Final Westpac and capital losses of the Westpac Capital Notes 3 holder Capital Notes 3 Distribution on 22 March 2021, in respect in the relevant year of income to determine whether the of the period from (but excluding) 22 December 2020 to Westpac Capital Notes 3 holder has a net capital gain or net (and including) 22 March 2021, on each Westpac Capital capital loss. A net capital gain, if any, will be included in the Note 3 they hold on the record date for the intended Westpac Capital Notes 3 holder’s assessable income and Final Westpac Capital Notes 3 Distribution, subject to the will be subject to income tax, however the “CGT Discount” distribution payment conditions in the Westpac Capital may be available to reduce the taxable gain for a Westpac Notes 3 Terms being satisfied. Capital Notes 3 holder who is an individual, complying Westpac expects these distributions to be fully franked. superannuation entity or trust (as described below). A net These distributions will be subject to the same taxation capital loss may not be deducted against other assessable treatment as other distributions paid on Westpac Capital income, but may be carried forward to be offset against net Notes 3. The comments set out in Section 6.3.1 above in capital gains realised in later income years. relation to Distributions on Westpac Capital Notes 7 should If a Westpac Capital Notes 3 holder is an individual, be equally applicable to these distributions. complying superannuation entity or a trust, and held their Westpac Capital Notes 3 for 12 months or more before 6.6.2 Transfer proceeds the disposal, the Westpac Capital Notes 3 holder may be Under the Reinvestment Offer, a Participating Westpac entitled to a “CGT Discount” for any capital gain made on Capital Notes 3 Holder will elect to reinvest their transfer the disposal of their Westpac Capital Notes 3. Westpac proceeds ($100 for each Westpac Capital Note 3) in Capital Notes 3 holders should seek independent advice to Westpac Capital Notes 7. determine if their Westpac Capital Notes 3 have been held for the requisite period. A Non-Participating Westpac Capital Notes 3 Holder will also receive an amount of $100 for each Westpac Capital The “CGT Discount” provisions may entitle Westpac Capital Note 3 assuming the intended transfer of their Westpac Notes 3 holders to reduce their capital gain on the disposal Capital Notes 3 to the Westpac Capital Notes 3 Nominated of a Westpac Capital Note 3 (after deducting available Party on 22 March 2021 occurs. capital losses) by half, in the case of individuals and trusts, or by one-third in the case of complying superannuation For both Participating Westpac Capital Notes 3 Holders entities. and Non-Participating Westpac Capital Notes 3 Holders, no

78 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 79 Australian tax summary tax Australian Section 6 Section

Taxation Administration Regulations 2017 Regulations Administration Taxation Notes 7 acquired pursuant to the pursuant to 7 acquired Notes Offer Reinvestment Cost base of Westpac Capital base of Westpac Cost Stamp Duty Stamp GST Provision of TFN and/or ABN of TFN and/or Provision No stamp duty should be payable by a Holder on the by duty should be payable No stamp of Westpac or Transfer Redemption Conversion, sale, issue, 7. Capital Notes than in respect of brokerage or similar fees. of brokerage than in respect 6.8 No GST should be payable by a Holder in respect of in respect a Holder by should be payable No GST Conversion, 7 or on a sale, Capital Notes Westpac acquiring other 7, Capital Notes of Westpac or Transfer Redemption has been notified to Westpac). has been notified to 6.7 specified in the such and remit amount), of the unfranked 47% (currently or an ABN has been a TFN unless the ATO, amounts to applies (and exemption or a relevant a Holder, by quoted Westpac is required to deduct withholding tax from tax from deduct withholding to is required Westpac of the Westpac in respect of Distributions payments the rate at not 100% franked, are 7 that Capital Notes Notes 7 (refer to Sections 6.4 and 6.5 above). to 7 (refer Notes 6.6 applied to acquire those Notes will be included in the cost the cost will be included in those Notes acquire applied to the purposes 7 for Notes Capital base of the Westpac on the disposal, gain or loss future any of determining Capital Westpac the of Transfer or Redemption Conversion, Where Westpac Capital Notes 7 are acquired by Eligible by acquired 7 are Capital Notes Westpac Where the 3 Holders pursuant to Capital Notes Westpac were that proceeds the transfer Offer, Reinvestment 6.6.4 course of a business should obtain specific advice in should obtain specific advice of a business course disposal of of that consequences of the potential respect 3 in their particular circumstances. Capital Notes Westpac of sale, unless they were used by the non-resident in the non-resident used by were they unless of sale, a permanent establishment through carrying on business 3 Capital Notes Westpac non-resident Any in Australia. 3 in the Capital Notes holders who held their Westpac Any capital gain or capital loss made by non-Australian non-Australian made by or capital loss capital gain Any be to 3 holders is likely Capital Notes Westpac resident 3 Notes Capital Westpac on the basis that disregarded the time at property” Australian should not be “taxable The “CGT Discount” is not available to companies. companies. to is not available Discount” “CGT The residents Non-Australian above, the Australian Government has announced that that has announced Government the Australian above, Discount” the “CGT to will not be entitled AMITs and MITs this change implementing legislation once level trust the at effect. into comes the tax consequences of making distributions attributable attributable of making distributions the tax consequences gains. capital discounted to in Section 6.4.1 detail as described in more In addition, However, trustees should seek specific advice regarding regarding advice should seek specific trustees However, Other information

SECTION 7

This Section sets out:

7.1 Restrictions on ownership for Westpac 7.2 Information, disclosure and availability 7.3 Rights attaching to Westpac Capital Notes 7 7.4 Rights attaching to Ordinary Shares 7.5 Rights attaching to Approved Successor Shares 7.6 Summary of the Offer Management Agreement 7.7 Consents 7.8 Interests of advisers 7.9 Interests of Westpac Directors 7.10 Contingent liabilities 7.11 ASX waivers and approvals 7.12 Future design and distribution obligations 7.13 Foreign selling restrictions 7.14 Acknowledgment and privacy statement 7.15 Governing law

80 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 81 . Other information Other

. Section 7 Section

Capital Notes 7 Capital Notes Shares Rights attaching to Westpac Westpac to Rights attaching Ordinary to Rights attaching

entitled to Ordinary Shares by reason of the death, of the death, reason by Shares Ordinary entitled to incapacity of a holder of Ordinary or mental bankruptcy Shares. Ordinary Shares may be issued to Holders by Westpac on Westpac by Holders to be issued may Shares Ordinary will be issued Shares Ordinary These of Notes. Conversion equally with all other Ordinary as fully paid and will rank in all respects. on issue already Shares set out in are Shares Ordinary to rights attaching The Rules and the Listing the ASX Constitution, Westpac’s A summary of these rights is set out in Act. Corporations this Section 7.4. Transfers 7.4.1 until not effective are Shares Ordinary of Transfers may Rules, Westpac Listing the ASX Subject to registered. without Shares of Ordinary a transfer register to refuse Rules Listing the ASX However, reasons. giving any register to refuse may when Westpac restrict substantially a transfer. is not required Westpac law, by otherwise required Unless apart from Shares in Ordinary interest any recognise to Shares. holders of Ordinary of registered that as joint holders registered persons are or more two Where hold the Ordinary to taken are they Shares, of Ordinary with rights of survivorship. as joint tenants Shares than three more register to is not required Westpac or issue Share persons as joint holders of an Ordinary for holding statement or certificate than one share more jointly held. Shares Ordinary of persons who become respect apply in Restrictions Written requests for copies of these documents should be these documents should of copies for requests Written to: addressed Secretariat Group Westpac 18 Level Street Kent 275 2000 NSW Sydney and statements financial of Westpac’s Copies Annual Report (including its 2020 annual reports ended the year for statements financial containing its at: available are 2020) 30 September www.westpac.com.au/about-westpac/investor-centre/ financial-information/annual-reports at: available are Constitution of Westpac’s Copies www.westpac.com.au/about-westpac/westpac-group/ corporate-governance/constitution-board 7.3 in the contained are the Notes to rights attaching The in contained which are 7 Terms, Capital Notes Westpac Appendix B. 7.4 (Cth) in (Cth) ). (Cth) (Cth) (Cth) may may (Cth) www.asx.com.au about Westpac obligations and availability for Westpac Reporting and disclosure and disclosure Reporting Restrictions on ownership on ownership Restrictions Financial Sector (Shareholdings) Act 1988 Act (Shareholdings) Sector Financial Foreign Acquisitions and Takeovers Act 1975 Act and Takeovers Acquisitions Foreign Westpac’s Constitution. Westpac’s disclosure reporting requirements in the period after in the period after requirements reporting disclosure and the lodgement of the annual financial statements and the lodgement of this Prospectus; before financial statements lodged with ASIC before the before lodged with ASIC financial statements lodgement of this Prospectus); lodged by document or financial statement any under the continuous or ASX with ASIC Westpac lodgement of this Prospectus); the half year for of Westpac report financial the interim interim recent (being the most 2020 ended 31 March the financial statements of Westpac for the year ended the year for of Westpac the financial statements annual recent (being the most 2020 30 September the before lodged with ASIC financial statements • • • copy during the Offer Period in relation to this Prospectus: to in relation Period during the Offer copy • Westpac will provide a copy of any of the following of the following of any a copy will provide Westpac a person who requests any to of charge documents free be viewed on ASX’s website ( website on ASX’s be viewed 7.2.2 Accessing information effect on the price or value of Westpac’s securities unless securities unless of Westpac’s or value on the price effect Rules. Listing apply under ASX disclosure from exceptions all for announcements of company maintains records ASX may announcements Westpac’s on ASX. listed companies Westpac also has an obligation under the ASX Listing Listing under the ASX also has an obligation Westpac information of any immediately notify ASX Rules to and which aware of which it becomes Westpac concerning a material have to expect person would a reasonable review report by its auditor. Copies of these documents Copies its auditor. by report review may Westpac by and other documents lodged with ASIC office. an ASIC at, or inspected be obtained from, ASX Listing Rules. These obligations require that Westpac Westpac that require obligations Rules. These Listing ASX statements financial and half-yearly both yearly prepare during the of Westpac on the operations and a report with an audit or period together accounting relevant Westpac is a disclosing entity for the purposes of the entity for is a disclosing Westpac and reporting regular and is subject to Act Corporations and the Act under the Corporations obligations disclosure 7.2.1 7.2 Information, disclosure their professional advisers to determine whether the determine advisers to their professional 1975 Act and Takeovers Acquisitions Foreign or Ordinary of Notes holding or ownership their affect Shares. by foreign persons are subject to review and approval by by and approval review subject to persons are foreign by under of Australia of the Commonwealth the Treasurer the should consult investors Potential circumstances. certain be granted unless the Treasurer is satisfied that it is in the that is satisfied the Treasurer unless be granted than 20%. a holding of greater approve to interest national companies in Australian in shares of interests Acquisitions restricts the aggregate voting power of a person and their of a person and their power voting the aggregate restricts may A shareholder 20%. bank to an Australian in associates of Australia of the Commonwealth the Treasurer apply to cannot approval 20%, however beyond its stake extend to 7.1 The Westpac Capital Notes 7

7.4.2 Profits and Dividends 7.5 Rights attaching to Approved Holders of Ordinary Shares are entitled to receive such Successor Shares Dividends as may be determined by Westpac. Dividends determined by Westpac are payable to holders of Ordinary If Westpac is replaced as the ultimate holding company Shares in proportion to the amounts paid on the Ordinary of the Westpac Group by an Approved Successor, and the Shares that they hold. Westpac Capital Notes 7 Terms are amended to enable substitution of the Approved Successor as debtor of the Dividends must only be paid in accordance with applicable Westpac Capital Notes 7 and the issuer of ordinary shares laws and Westpac’s Constitution. Westpac is restricted on Conversion, Holders will be issued with Approved from paying Dividends unless: Successor Shares on Conversion (rather than Ordinary • Westpac’s assets exceed its liabilities immediately Shares). In order to be classified as an Approved Successor, before the Dividend is determined and the excess is the shares of the proposed successor holding company sufficient for the payment of the Dividend; must be listed on an internationally recognised stock exchange – see clause 16.2 of the Westpac Capital Notes 7 • the payment of the Dividend is fair and reasonable to Terms (definition of “Acquisition Event”). The Approved Westpac’s shareholders as a whole; and Successor will be obliged to use all reasonable endeavours • the payment of the Dividend does not materially to obtain quotation of the Approved Successor Shares prejudice Westpac’s ability to pay its creditors. issued under the Westpac Capital Notes 7 Terms on the Additionally, Dividends would not be payable if making stock exchanges on which the other Approved Successor such a payment would breach or cause a breach by Shares are quoted at the time of a Conversion – see clause Westpac of applicable capital adequacy or other 13.4 of the Westpac Capital Notes 7 Terms. supervisory requirements of APRA, or if Westpac was directed by APRA not to pay a Dividend under the Banking 7.6 Summary of the Offer Act. APRA’s requirements include that Westpac must obtain APRA’s written approval prior to making a Dividend Management Agreement payment on Ordinary Shares if the aggregate amount of Westpac and the Joint Lead Managers entered into the Dividend payments on Ordinary Shares in the 12 months Offer Management Agreement (“OMA”) on 4 November covered by one or more sets of publicly available operating 2020. Under the OMA, Westpac has appointed Westpac results preceding the date of the proposed Dividend Institutional Bank, ANZ Securities Limited, Citigroup Global payment exceeds Westpac’s after-tax earnings after Markets Australia Pty Limited, Commonwealth Bank of taking into account any payments on more senior capital Australia, E&P Corporate Advisory Pty Limited, Morgans instruments in the same 12 months. Financial Limited, Ord Minnett Limited and Shaw and There are restrictions on the amount of earnings that can Partners Limited as the Joint Lead Managers and joint be distributed through Tier 1 Capital Distributions should bookrunners for the Offer. an ADI’s Level 1 or Level 2 CET1 Ratios fall below the Under the OMA, the Joint Lead Managers agreed to Distribution Restriction Trigger. Refer to Section 4.2.4 for conduct the Bookbuild before the Opening Date. In this further information. process, Syndicate Brokers and Institutional Investors were invited to lodge bids for a number of Notes at various Dividends that are paid, but not claimed, may be invested margins within an indicative margin range. Using those by the Westpac Directors for the benefit of Westpac bids, Westpac and the Joint Lead Managers set the Margin until required to be dealt with under any law relating to and determined the total number of Notes to be Allocated unclaimed monies. and Westpac determined the firm Allocations to Syndicate Brokers and Institutional Investors. The Bookbuild was 7.4.3 Winding Up of Westpac conducted on the terms and conditions in the OMA. Subject to the preferential entitlement (if any) of The OMA contains various representations and warranties, preference shareholders, holders of Ordinary Shares are and imposes various obligations on Westpac, including entitled to share equally in any surplus assets if Westpac is representations, warranties and obligations to ensure that wound up. this Prospectus complies with the Corporations Act and ASX Listing Rules, and to conduct the Offer under the 7.4.4 Meetings and voting rights agreed timetable, ASX Listing Rules, this Prospectus and all Holders of Ordinary Shares are entitled to receive notice other applicable laws. of, attend and vote at general meetings of Westpac. Each The OMA provides that Westpac will not, without the Joint holder of Ordinary Shares present at a general meeting Lead Managers’ consent (not to be unreasonably withheld (whether in person or by proxy or representative) is or delayed), allot, agree to allot or indicate in any way entitled to one vote on a show of hands or, on a poll, one that it may or will allot or agree to allot any hybrid debt vote for each Ordinary Share held. or preference security with Tier 1 Capital or Tier 2 Capital status in the Australian retail market before the Issue 7.4.5 Issue of further Ordinary Shares Date, other than pursuant to the Offer and in certain other The Westpac Directors control the issue of Ordinary specified circumstances. Shares. Subject to the Corporations Act, the Westpac Westpac has agreed to indemnify the Joint Lead Managers Directors may issue further Ordinary Shares, and grant (other than Westpac Institutional Bank) and parties options and pre-emptive rights over Ordinary Shares, on affiliated with each Joint Lead Manager against damages, terms they think fit. losses, costs, expenses and liabilities in connection with the Offer, other than where these result from any fraud, recklessness, wilful misconduct or negligence of the indemnified parties or certain other events.

82 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 83 ”), Other information Other Consenting Parties Consenting Section 7 Section Termination Termination included in this Prospectus with the consent of that of that with the consent included in this Prospectus Party; Consenting the lodgement of this and has not, before has given to consent its written withdrawn with ASIC, Prospectus in and context in the form be named in this Prospectus which it is named; and the and has not, before in the case of Allens, has given its withdrawn with ASIC lodgement of this Prospectus the inclusion of Section 6 in the form to consent written in which it appears in this Prospectus. and context has not made any statement in this Prospectus or in this Prospectus statement has not made any made in this on which a statement statement any the is based other than as specified in Prospectus bullet point in this Section 7.7; fourth expressly law, by permitted the maximum extent to statements any for no responsibility disclaims and takes other than the this Prospectus, from or omissions or report statement its name and/or to reference a downgrade of certain credit ratings assigned to to assigned ratings credit of certain a downgrade Westpac; the Offer; to in relation order a stop issues ASIC section under is required a supplementary prospectus Act; 719 Corporations of the on ASX; Notes the quote to refuses ASX Manager or Co- than a Joint Lead person (other any named in this be to their consent Manager) withdraws Prospectus; of the OMA; breaches certain or the Offer; this Prospectus withdraws Westpac Securities is Capital listed ASX of certain trading ASX or certain period of time, a certain suspended for on ASX; be quoted to Securities cease Capital listed or Deed Poll the Notes to unauthorised alterations and Constitution; Westpac’s position or prospects change in the financial an adverse Group. of the Westpac • • Certain termination events will only give rise to a right rise to will only give events termination Certain Manager has reasonable if the Joint Lead terminate to that believe and does believe to and bona fide grounds adverse a material have to has or is likely the event the Joint Lead occurs, If termination Offer. on the effect Manager each Joint Lead (or Manager who terminates be a lead manager or will no longer terminates) that settlement provide bookrunner and will not be obliged to the Bookbuild. support for each Manager terminates, Under the OMA, if one Joint Lead to in writing notice give Manager must other Joint Lead ManagersLead Joint terminating and each of the Westpac or whether it will assume whether it will also terminate stating Manager(s). Joint Lead of the terminating the obligations Consents 7.7 their and not withdrawn, given, has Director Each Westpac with ASIC. the lodgement of this Prospectus to consent as “ to Each of the parties (referred named in this Section 7.7: who are • • Reinvestment Offer and Securityholder Offer, as well as to to as well as Offer, and Securityholder Offer Reinvestment issued. 7 Capital Notes amount of Westpac the total 7.6.3 its obligations terminate may Manager Lead Joint Any/each of a number of customary occurrence under the OMA on the including (among others): events, termination • • • • • • • • • • ”) in External Third Parties Third External Fees Settlement support Settlement to Westpac Institutional Bank, a selling fee of 0.25% of of 0.25% Bank, a selling fee Institutional Westpac to Amount; and the Institutional fee. Bank, an arranger Institutional Westpac to Firm Amount; of Bank, a bookrunning fee Institutional Westpac to and Amount; of the Co-Manager 0.50% Joint Lead Manager’s JLM Broker Firm Amount; Firm Manager’s Broker JLM Joint Lead the Bookbuild Manager whose bid into each Joint Lead a bookrunning a minimum threshold, equals or exceeds Manager’s JLM Broker Joint Lead of that of 0.50% fee each Joint Lead Manager, a selling fee of 0.75% of that of that 0.75% of a selling fee Manager, each Joint Lead certain assumptions as to the allocation of Westpac Capital of Westpac the allocation as to assumptions certain Offer, Institutional Firm Offer, the Broker 7 between Notes any Notes by their clients, among other things. their clients, among other by Notes any the to Westpac by payable fees aggregate estimated The as set out above Managers and the arranger Joint Lead making of GST), $16.8 million (exclusive approximately are equal to the number of Notes which are Allocated to that to Allocated which are the number of Notes equal to to Value) the Initial Face multiplied by Party Third External for Applications procuring for Parties Third other External of the amount which is equal to the number of Notes which the number of Notes of the amount which is equal to the multiplied by Party Third External that to Allocated are in turn rebate may Parties Third External Value. Initial Face of the amount which is 0.75% not exceed (which may fees clients. Under the OMA, the amount of the fee payable to to payable clients. Under the OMA, the amount of the fee 1.25% (or 0.75% not exceed must Party Third an External of the Joint Lead is an affiliate Party Third if the External Westpac) by approved Party Third Manager or an External The Joint Lead Managers may pay fees on behalf of fees pay Managers may Joint Lead The and their licensees financial services Australian to Westpac (“ authorised representatives their to allocation them for to Allocated of Notes respect conditions, including a minimum bid under the Bookbuild conditions, the Notes of and a minimum holding period in respect those investors. to Allocated Westpac Institutional Bank agrees to pay on Westpac’s on Westpac’s pay to Bank agrees Institutional Westpac of up fee a commitment investors, certain behalf to those made by Payment of the Application 0.75% to of certain the satisfaction is subject to This investors. Institutional Bank receiving the selling fee of 0.75% of its of its 0.75% of the selling fee Bank receiving Institutional Firm Amount described in this Section 7.6.2. JLM Broker Bank, and Institutional Westpac to pay may Westpac fee from Westpac. Westpac Institutional Bank also agrees Bank also agrees Institutional Westpac Westpac. from fee of the of 0.75% a selling fee of Westpac, on behalf pay, to and Brokers Party Third Firm Amount to Other Broker Westpac subject to brokers, other participating certain Westpac Institutional Bank agrees to pay, on behalf pay, to Bank agrees Institutional Westpac of the Co-Manager of 0.75% a selling fee of Westpac, of this receipt subject to Co-Managers, any Amount to • • • • 7.6.2 will pay: Under the OMA, Westpac • Amount, Institutional Amount and Co-Manager Amount thatand Co-Manager Amount Amount, Institutional investors. party third from it actually receives responsible for ensuring that payment is made for Notes for is made payment ensuring that for responsible Institutional Westpac direction. their them or at to Allocated of the Westpac to payment, or procure Bank need only pay, Firm Other Broker Firm Amount, of its JLM Broker proportion that settlement support, each Joint Lead Manager will pay Manager will pay support, each Joint Lead settlement that its JLM of, Westpac to payment or procure Westpac, to the settlement by Firm Amount under the Bookbuild Broker Manager is only Each Joint Lead 2020). (3 December date Each Joint Lead Manager has agreed to provide settlement provide to has agreed Manager Lead Each Joint Syndicate to Allocated of Notes the number support for as part of Under the OMA, under the Bookbuild. Brokers 7.6.1 Westpac Capital Notes 7

Greenwoods & Herbert Smith Freehills Pty Limited is acting Role Consenting Parties as Australian tax adviser to Westpac in relation to the Offer, including the Reinvestment Offer. In respect of this Arranger Westpac Institutional Bank work, Westpac estimates that it will pay to Greenwoods & Herbert Smith Freehills Pty Limited approximately $95,000 Joint Lead Westpac Institutional Bank (excluding disbursements and GST). Further amounts in Managers ANZ Securities Limited relation to the Offer, including the Reinvestment Offer, may be paid to Greenwoods & Herbert Smith Freehills Pty Citigroup Global Markets Limited under its normal time-based charges. Australia Pty Limited PricewaterhouseCoopers Securities Limited is acting as Commonwealth Bank of accounting adviser to Westpac. Westpac estimates that Australia it will pay to PricewaterhouseCoopers Securities Limited approximately $75,000 (excluding disbursements and E&P Corporate Advisory Pty GST). Further amounts in relation to the Offer may be paid Limited to PricewaterhouseCoopers Securities Limited under its Morgans Financial Limited normal time-based charges. Ord Minnett Limited Other than as set out in this Prospectus: Shaw and Partners Limited • no person named in this Prospectus as performing a function in a professional, advisory or other capacity in Co-Managers Bell Potter Securities Limited connection with the preparation or distribution of this Prospectus; and Australian legal Allens • no promoter or underwriter of the offer of the Notes or adviser to the financial services licensee named in this Prospectus as a Offer, including the financial services licensee involved in the Offer, Reinvestment Offer holds at the date of this Prospectus, or has held in the two years before that date, an interest in: Australian tax Greenwoods & Herbert Smith adviser to the Freehills Pty Limited • the formation or promotion of Westpac; Offer, including the • the Offer; or Reinvestment Offer • any property acquired or proposed to be acquired by Westpac in connection with its formation or promotion Auditor PricewaterhouseCoopers or with the Offer. Other than as set out in this Prospectus, no such person Accounting adviser PricewaterhouseCoopers has been paid or agreed to be paid any amount, nor has Securities Limited any benefit been given or agreed to be given to any such persons for services provided by them, in connection with Registrar Link Market Services Limited the formation or promotion of Westpac or with the Offer.

7.8 Interests of advisers 7.9 Interests of Westpac Westpac Institutional Bank has acted as arranger and a Directors Joint Lead Manager, in respect of which it will receive the The Westpac Directors and their associates may acquire fees set out in Section 7.6.2. The remaining Joint Lead Notes offered under this Prospectus subject to the Managers and Co-Managers will receive fees, as also set ASX Listing Rules, including any waivers described in out in Section 7.6.2. Section 7.11. Details of the Westpac Directors’ holdings of Ordinary Shares and other securities of Westpac The Joint Lead Managers are full service securities firms are disclosed to, and available from, the ASX at and they, along with their respective affiliates, are engaged www.asx.com.au. Details of the remuneration paid to in various activities, including securities trading, investment Westpac Directors by Westpac for financial year 2020 are management, financing and brokerage activities and financial set out in the Remuneration Report in Westpac’s 2020 planning and benefits counselling for both companies and Annual Report. Westpac’s 2020 Annual Report can be individuals. In the ordinary course of these activities, the Joint accessed as described in Section 7.2.2. Lead Managers and their respective affiliates may trade or provide advice in relation to the securities of Westpac and Other than as set out in this Section 7.9, no Westpac its related bodies corporate, and may receive customary fees Director or proposed Westpac Director holds, at the date or commissions for so doing. The Joint Lead Managers have of this Prospectus, or has held in the two years before that represented to Westpac that they will manage any conflicts date, an interest in: in connection with their role as Joint Lead Managers in • the formation or promotion of Westpac; compliance with their legal obligations. • the Offer; or Allens is acting as Australian legal adviser (other than • any property acquired or proposed to be acquired by in relation to taxation) to Westpac in relation to the Westpac in connection with its formation or promotion Offer, including the Reinvestment Offer. In respect of or with the Offer. this work, Westpac estimates that it will pay to Allens approximately $350,000 (excluding disbursements and Other than as set out in this Section 7.9 and in the GST). Further amounts in relation to the Offer, including Remuneration Report in the 2020 Annual Report, no the Reinvestment Offer, may be paid to Allens under its Westpac Director or proposed Westpac Director has been normal time-based charges. paid or agreed to be paid any amount (whether in cash or

84 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 85 Other information Other ”), which aims to ”), which aims to TMD Section 7 Section (Cth) was enacted. It introduced It introduced enacted. was (Cth) Treasury Laws Amendment (Design Amendment Laws Treasury distribution obligations distribution Other foreign jurisdictions Other foreign Foreign selling restrictions Foreign Future design and Future that ASX has no objection to the amendments to the the to the amendments to has no objection ASX that in Section as described 3 Terms Notes Capital Westpac Rule 15.1.2; of Listing the purposes for 3.6.1 3 Capital Notes Westpac Pro-Rata the First that Capital Westpac Pro-Rata and Second Distribution Listing under ASX permitted are 3 Distribution Notes and Rule 6.10; is Offer the Reinvestment timetable for the that acceptable. reduction in future issuance volumes or secondary trading trading or secondary volumes issuance in future reduction 5.1.5). Section (see investors activity by 7.13 7.13.1 an electronic (including of this Prospectus distribution The be restricted may in jurisdictions outside Australia copy) of this Prospectus possession into come If you law. by should seek then you in jurisdictions outside Australia, a ‘target market determination’ (“ determination’ market a ‘target are market the retail for financial products that ensure must Issuers investors. appropriate and sold to targeted with the compliance ensure to steps reasonable then take ongoing obligations subject to and are distributors TMD by a not distribute must Distributors the TMD. review to it has a TMD and must unless investors retail to product is their distribution ensure to steps reasonable also take released ASIC 2019, In December with the TMD. consistent regulatory for paper on its proposals a consultation of the design and distribution in respect guidance be released guide is due to final regulatory The obligations. 2020. during late a significant, proactive ASIC also gives legislation new The if it believes order intervention a product issue to power to, in or will, or is likely has resulted a financial product that clients or customers. retail in significant detriment to result significant perceive would whether ASIC It is uncertain or similar the Notes to detriment in relation consumer a consultation undertake to is required securities. ASIC order. intervention a product it makes before process remains and powers obligations impact of these new The adversely may they is a risk that there however untested, (via similar and refinancing distribution impact the issue, including future, in the of financial products instruments) changes These 7. Capital Notes Westpac like instruments the liquidity of funding instruments also affect may 1 Capital securities such as Tier (including Additional a material lead to 7), if they Capital Notes Westpac • • • 7.12 the In April 2019, Intervention and Product Obligations and Distribution 2019 Act Powers) and on issuers obligations and distribution design new retail to offered financial products of certain distributors and 1 Capital securities Tier including Additional investors, if it believes ASIC to powers intervention product grants occur. detriment may significant consumer a have obligations design and distribution As the product until force into do not come period, they transitional two-year the Offer to do not apply they and therefore 2021 October the Notes. in trading market secondary and do not apply to obligations and distribution design the product Relevantly, publicly available and make prepare to issuers require ASX waivers and approvals waivers ASX Contingent liabilities Contingent to the market the total number of Notes issued issued number of Notes the total the market to in and their associates Directors the Westpac to aggregate; issued under the Offer, and the participation of the and the participation the Offer, under issued in the Offer and their associates Directors Westpac as applicable to and conditions is on the same terms Notes; other subscribers for the to of the waiver the terms releases Westpac and is announced; when the Offer market announces Westpac issued, are when the Notes the number of Notes which may be issued to to be issued which may the number of Notes collectively and their associates Directors Westpac number of Notes total of the than 0.2% is no more – – – that the amendments to the Westpac Capital Notes 3 Capital Notes the Westpac the amendments to that and appropriate are as described in Section 3.6.1 Terms Rule 6.1; Listing the purposes of ASX equitable for and will not be subject to ASX Listing Rule 7.1; and Rule 7.1; Listing ASX and will not be subject to is the Offer the timetable for that a confirmation acceptable. be Converted should be calculated in accordance with in accordance should be calculated be Converted Rule 7.1B.1(e); Listing ASX of the on Conversion Shares of Ordinary the issue Rule 7.2 Listing 9 of ASX will be within Exception Notes write-off, Redemption or Transfer; or Transfer; Redemption write-off, the maximum Rule 7.1, Listing the purposes of ASX for can which the Notes into Shares number of Ordinary the Notes are classified as “equity securities” for the securities” for as “equity classified are the Notes Rules; Listing purposes of the ASX of the terms does not apply to Rule 6.12 Listing ASX their Conversion, for which provide of the Notes issue the Westpac Capital Notes 7 Terms are appropriate and appropriate are 7 Terms Capital Notes the Westpac Rule 6.1; Listing the purposes of ASX equitable for – – Notes without shareholder approval on the following on the following approval without shareholder Notes conditions: – ASX Listing Rule 10.11 has been waived to the extent extent the to waived has been Rule 10.11 Listing ASX and their Directors Westpac permit the to necessary be issued and in the Offer participate to associates • Westpac has also received the following ASX confirmations confirmations ASX the following has also received Westpac 3 and the Capital Notes Westpac to in relation Offer: Reinvestment • • • • • • • 7.11 or waivers ASX the following has received Westpac 7 Capital Notes the Westpac to in relation confirmations the Offer: and Terms 30 September 2020, for further details (these financial further details for 2020, 30 September as described in Section 7.2.2). can be accessed statements the purposes of Westpac’s financial statements for the for financial statements the purposes of Westpac’s and specific provisions 2020 September ended 30 year 27 Note to Refer appropriate. been made where have ended the year for statements financial of Westpac’s Contingent liabilities exist in respect of actual and potential and potential of actual in respect liabilities exist Contingent of Westpac’s An assessment claims and proceedings. basis for has been made on a case-by-case loss likely Westpac or with the Offer. Westpac 7.10 agreed to be given to any Westpac Director or proposed proposed or Director Westpac any to given be to agreed or qualify become to them induce to Director Westpac by provided services or for Director, Westpac them as a of promotion or the formation with them in connection in shares or otherwise), nor has any benefit been given or or given benefit been any nor has or otherwise), in shares Westpac Capital Notes 7 advice on, and observe, any such restrictions. If you fail to comply with such restrictions, that failure may constitute 7.14 Acknowledgment and privacy a violation of applicable securities laws. This Prospectus statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make By completing and submitting a Broker Firm Application such an offer. No action has been taken to register or Form or making an online Reinvestment Application or qualify Notes or the Offer or to otherwise permit a public Securityholder Application you acknowledge that you have offering of Notes in any jurisdiction outside Australia. read this Prospectus. Westpac is required to collect certain information about 7.13.2 United States Holders under company and tax law. Applicants will The Notes have not been and will not be registered under be asked to provide personal information to Westpac the US Securities Act or the securities laws of any state (directly or via its agents, including the Registrar). You or other jurisdiction of the United States and may not be acknowledge that the personal information submitted offered, sold, delivered or transferred in the United States as part of the Broker Firm Application Form, in an online or to, or for the account or benefit of, any US Person. Reinvestment Application or Securityholder Application, Neither this Prospectus nor any Broker Firm Application or in other forms and otherwise provided to Westpac Form, online Reinvestment Application or Securityholder (directly or via its agents, including the Registrar) will Application, or other materials relating to the Offer may be be collected, used and disclosed by Westpac (and its distributed in the United States. agents, including the Registrar) in order to process your Application, service your needs as a Holder (and following Each of the Joint Lead Managers has agreed that it will not Conversion, if applicable, your holding of Ordinary Shares), offer, sell, deliver or transfer the Notes within the United provide facilities and services that you request, carry out States or to, or for the account or benefit of, US Persons appropriate administration, send you information about the (i) as part of their distribution at any time or (ii) otherwise products and services of members of the Westpac Group, until 40 days after the later of the commencement of the including future offers of securities and as otherwise Offer and the Issue Date (the “Distribution Compliance required or authorised by law (including, without limitation, Period”), and it will have sent to each dealer, distributor or any law relating to taxation, money laundering or counter- other relevant parties to which Notes are Allocated during terrorism). the Distribution Compliance Period a confirmation or other notice setting forth the restrictions on offers, sales, Such disclosure may include disclosure to third parties deliveries and transfers of the Notes within the United including other members of the Westpac Group and to States or to, or for the account or benefit of, US Persons. Westpac’s agents, service providers, auditors and advisers. Such disclosure may also include disclosure to domestic In addition, until 40 days after the commencement of the and overseas regulators or other government agencies Offer, an offer or sale of Notes within the United States by (including ASIC and the ATO), stock exchanges, and the any dealer that is not participating in the Offer may violate public by way of public registers maintained by regulators the registration requirements of the US Securities Act. or other bodies. Some of these recipients may be located Each of the Joint Lead Managers has agreed that outside Australia where your personal information may (i) neither it, its affiliates nor any persons acting on its or not receive the same level of protection as afforded under their behalf have engaged or will engage in any directed Australian law. You acknowledge that if you do not provide selling efforts within the meaning of Rule 902 under the the personal information required by the Broker Firm US Securities Act with respect to the Notes, and it and Application Form, the online Reinvestment Application or they have complied with and will comply with the offering Securityholder Application, or other forms, it might not restrictions requirement of Regulation S under the US be possible to process your Application, administer your Securities Act and (ii) it has not entered and will not enter securityholding and/or send you information about the into any contractual arrangement with any person with products and services of members of the Westpac Group, respect to the distribution of the Notes, unless such person including future offers of securities. has agreed in writing that all offers and sales of the Notes If you do not wish to receive information about the prior to the expiration of the Distribution Compliance products and services of members of the Westpac Group, Period shall be made only in accordance with the OMA and including future offers of securities, please contact the Regulation S under the US Securities Act. Westpac Capital Notes 7 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 668 378 7.13.3 New Zealand (within Australia) and +61 1300 668 378 (from outside This Prospectus has not been and will not be registered in Australia) and request that Westpac does not send you New Zealand, and no advertisement or offering material marketing material. relating to the Notes may be distributed in New Zealand. Westpac’s privacy policy is available on Westpac’s website Notes may not be offered or sold directly or indirectly in at www.westpac.com.au/privacy and contains information New Zealand, other than to a “wholesale investor” as that about how you may access and seek correction of the term is defined in clause 3(2) of Schedule 1 to the Financial personal information that Westpac holds about you, how Markets Conduct Act 2013 of New Zealand (“FCMA”), you may complain about a breach of the Privacy Act 1988 being: (Cth) by Westpac and how Westpac will deal with such a • a person who is: complaint. (1) an “investment business”; (2) “large”; or 7.15 Governing law (3) a “government agency”, This Prospectus and the contracts that arise from the acceptance of Applications are governed by the laws in each case as defined in Schedule 1 to the FMCA; or applicable in New South Wales, Australia and each • a person who meets the “investment activity criteria” Applicant submits to the exclusive jurisdiction of the specified in clause 38 of Schedule 1 to the FMCA. courts of New South Wales, Australia.

86 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 87

Allocation and Allotment Allocation and Holding Statements trading quotation, ASX Holding information The Offer The 7 Capital Notes Westpac Applying for 8.3 8.4 8.5 8.6 Enquiries This Section sets out: This 8.1 8.2 SECTION 8

Westpac Capital Westpac 7 Notes Applying for Applying the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain should obtain with them, you or the risks associated work they how do not fully understand If you investment. of all of your the loss advice. professional CAUTION – Westpac Capital Notes 7 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable riskier than bank deposits and may are not deposit liabilities of Westpac, 7 are Capital Notes – Westpac CAUTION result in could the Notes with associated and the risks to understand them difficult make may complexity Their some investors. for Westpac Capital Notes 7

There is no general public offer of the Notes. However, 8.1 The Offer Westpac reserves the right to accept Applications from The Offer is for the issue of Notes at the Issue Price of other persons at its discretion. $100 each to raise approximately $1.4 billion, with the Westpac and the Joint Lead Managers may, in their ability to raise more or less. absolute discretion, close the Offer early or extend the The Offer consists of: Offer Period without notice. Westpac may also withdraw the Offer at any time before Notes are issued. Accordingly, • a Reinvestment Offer – to Eligible Westpac Capital if you wish to apply for any Notes, you are encouraged to Notes 3 Holders; do so as soon as possible after the Opening Date. • a Securityholder Offer – to Eligible Securityholders; No action has been taken to register or qualify Notes • a Broker Firm Offer – to Australian resident clients of or otherwise permit a public offer of the Notes in any the Syndicate Brokers; and jurisdiction outside Australia. See Section 7.13 which details • an Institutional Offer – to Institutional Investors invited selling restrictions applicable to the Offer. by Westpac Institutional Bank to bid for any Notes in the Bookbuild. Applications must be for a minimum of 50 Notes ($5,000). If your Application is for more than 50 Notes, then you Westpac will give priority to Applications received under must apply in multiples of 10 Notes ($1,000) thereafter. For the Reinvestment Offer (including Applications made further details about how this applies to the Reinvestment through Syndicate Brokers) when Allocating the Westpac Offer, please see Section 8.2.1. Please also see Section 3 for Capital Notes 7. This priority will not extend to Applications further details about the Reinvestment Offer. for additional Westpac Capital Notes 7 by Eligible Westpac Capital Notes 3 Holders.

8.2 Applying for Westpac Capital Notes 7 8.2.1 Reinvestment Offer

Eligible Westpac Capital Notes 3 Holders may apply for Notes by following the Reinvestment Application instructions via the Offer website at www.westpac.com.au/westpaccapnotes7 after the Offer opens on 13 November 2020. The Prospectus will only be available via the Offer website.

Who may apply • Eligible Westpac Capital Notes 3 Holders, being registered holders of Westpac Capital Notes 3 shown on the Register at 7.00pm Sydney time on 28 October 2020 to have an address in Australia.

When to apply • Applications will only be accepted during the Offer Period which opens on 13 November 2020. • The Closing Date for the Reinvestment Offer is expected to be 5.00pm (Sydney time) on 30 November 2020. • Eligible Westpac Capital Notes 3 Holders who are clients of a Syndicate Broker should seek instructions from their Syndicate Broker or controlling participant as to how to participate in the Reinvestment Offer.

How to apply online • Complete the online Reinvestment Application, including applying for additional Notes, after the Offer opens by following two steps: 1. Go to www.westpac.com.au/westpaccapnotes7 and click on Reinvestment Application. Follow the instructions to confirm the amount of Westpac Capital Notes 3 you would like to reinvest in Westpac Capital Notes 7. You will need your Westpac Capital Notes 3 SRN or HIN. If you apply to reinvest all of your Participating Westpac Capital Notes 3, then you will be prompted to consider applying for additional Westpac Capital Notes 7. If you apply for additional Westpac Capital Notes 7 you will be provided with the Biller Code and your unique reference number to enable payment for any additional Westpac Capital Notes 7 by BPAY®1. 2. Make your Application Payment via BPAY®: Application Payments, which are only required for additional Westpac Capital Notes 7, must be made by BPAY® and can be made online or by telephone. You will need the Biller Code and your unique reference number.

Note: 1 Registered to BPAY Pty Limited ABN 69 079 137 518.

88 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 89 Applying for Westpac Capital Notes 7 Capital Notes Westpac for Applying Section 8 Section after the Offer opens on 13 November 2020. The Prospectus Prospectus The 2020. opens on 13 November the Offer after Check your daily transaction limit with your financial institution and ask about institution financial limit with your daily transaction Check your you own 50 Westpac Capital Notes 3 or fewer, you must apply to reinvest all of your all of your reinvest apply to must you 3 or fewer, Capital Notes 50 Westpac own you 3; or Capital Notes Westpac a reinvest apply to must 3, you Capital Notes than 50 Westpac more own you 3 ($5,000). Capital Notes minimum of 50 Westpac – – Eligible Securityholders, being registered holders of Ordinary Shares, Westpac Capital Westpac Shares, holders of Ordinary Eligible Securityholders, being registered Capital Westpac 5 and/or Capital Notes 4, Westpac Capital Notes 2, Westpac Notes an have to 2020 time on 28 October Sydney 7.00pm at on the Register 6 shown Notes in Australia. address which opens on 13 November Period during the Offer will only be accepted Applications 2020. on time) (Sydney be 5.00pm to is expected the Securityholder Offer for Closing Date The 2020. 30 November by the Registrar by be received and must BPAY® be made by must Payments Application the Closing Date. You may apply to reinvest all or some of your Westpac Capital Notes 3 in Westpac 3 in Westpac Capital Notes Westpac all or some of your reinvest apply to may You and: Offer in the Reinvestment participate wish to if you that, except 7, Capital Notes – – also apply for may 3, you Capital Notes Westpac all of your reinvest apply to If you Capital additional Westpac for application Your 7. Notes Capital additional Westpac and 7 ($5,000), Capital Notes a minimum of 50 additional Westpac be for 7 must Notes your and above (over 7 ($1,000) Capital Notes in multiples of 10 Westpac thereafter reinvestment). for Application Capital 3, the Westpac Capital Notes Westpac some of your reinvest apply to If you 3.3. in Section will be dealt with as explained 3 not reinvested Notes Westpac Capital Notes 7 that you wish to apply for multiplied by the Initial Face Value Value Face the Initial multiplied by apply for wish to you 7 that Capital Notes Westpac must Payment Application Your 7 x $100 = $5,000). Notes Capital 50 Westpac (e.g. be 5.00pm to is expected which the Closing Date, by the Registrar by be received 2020. on 30 November time) (Sydney BPAY®: Closing the by is received Payment Application your ensure times to closing their BPAY® 7 will not be Notes Capital Westpac additional for Application your otherwise Date, accepted. of an Australian dollar bank account Australian an from be made must payments BPAY® this Offer. for will not be accepted cash or cheque by Payments financial institution. payment. a BPAY® on making questions any have if you institution financial your Contact be able to hold must you 3 that Capital Notes of Westpac is no minimum number There Offer. in the Reinvestment participate to If you apply to reinvest Westpac Capital Notes 3 in Westpac Capital Notes 7, no payment no payment 7, Capital Notes 3 in Westpac Notes Capital Westpac reinvest apply to If you 3 will be Capital Notes Westpac Participating of your proceeds as the transfer is required 7. Capital Notes in Westpac reinvested automatically number of additional the be equal to amount should Payment Application Your • • • • • • • • • • • • www.westpac.com.au/westpaccapnotes7 Securityholder Offer When to apply to When Who may apply may Who will only be available via the Offer website. via the Offer will only be available will not be accepted. Cash or cheque payments BPAY®. be made by must Payments Eligible Securityholders may apply for Notes by following the Securityholder Application instructions via the Offer via the Offer instructions the Securityholder Application following by Notes apply for Eligible Securityholders may at website Minimum Application Minimum Application amount How to apply online apply to How (continued) 8.2.2 If you apply to participate in the Reinvestment Offer, you are taken to agree to a holding lock being placed on those lock being placed a holding to agree to taken are you Offer, in the Reinvestment participate apply to If you the Closing Date If on Offer. of the Reinvestment pending completion reinvestment, for 3 elected Capital Notes Westpac the number will be for Application Reinvestment your reinvest, to elected 3 than you Capital Notes Westpac hold less you name on the Closing Date. in your 3 registered Capital Notes of Westpac Westpac Capital Notes 7

How to apply • Apply for Notes online after the Offer opens by completing two steps: 1. Obtain your BPAY® payment details online: Go to www.westpac.com.au/ westpaccapnotes7 and click on Securityholder Application. Follow the instructions to obtain the Biller Code and your unique reference number. You will need your SRN or HIN. 2. Make your Application Payment via BPAY®: Application Payments must be made by BPAY® and can be made online or by telephone. You will need the Biller Code and your unique reference number. Your Application Payment amount should be equal to the number of Notes that you wish to apply for multiplied by the Initial Face Value (e.g. 50 Notes x $100 = $5,000). Your Application Payment must be received by the Registrar by the Closing Date, which is expected to be 5.00pm (Sydney time) on 30 November 2020. • BPAY®: Check your daily transaction limit with your financial institution and ask about their BPAY® closing times to ensure your Application Payment is received by the Closing Date, otherwise your Application will not be accepted. BPAY® payments must be made from an Australian dollar bank account of an Australian financial institution. Payments by cash or cheque will not be accepted for this Offer. • Contact your financial institution if you have any questions on making a BPAY® payment.

Minimum Application • Applications must be for a minimum of 50 Notes ($5,000). amount • If your Application is for more than 50 Notes, you must apply in multiples of 10 Notes ($1,000) thereafter.

8.2.3 Broker Firm Offer

Who may apply • Australian resident clients of the Syndicate Brokers, including clients who are also Eligible Westpac Capital Notes 3 Holders and are applying under the Reinvestment Offer.

When to apply • Completed Broker Firm Application Forms and Application Payments must be received by your Syndicate Broker in sufficient time for them to process your Application on your behalf by the Closing Date, expected to be 5.00pm (Sydney time) on 30 November 2020. • You must contact your Syndicate Broker directly for instructions on how to participate in the Broker Firm Offer.

How to apply • Contact your Syndicate Broker for instructions on how to apply generally.

Minimum Application • Applications must be for a minimum of 50 Notes ($5,000). amount • If your Application is for more than 50 Notes, you must apply in multiples of 10 Notes ($1,000) thereafter. • If you are an Eligible Westpac Capital Notes 3 Holder who is also a client of a Syndicate Broker, the minimum Application amount requirements applicable to the Reinvestment Offer apply (see Section 8.2.1).

8.2.4 Brokerage, stamp duty and other If you are not Allocated any Notes or you are Allocated fewer Notes than the number that you applied for as ongoing fees and costs a result of a scaleback, all or some of your Application No brokerage or stamp duty is payable to Westpac on your Payment (as applicable) will be returned to you (without Application. You may have to pay brokerage on any later interest) as soon as possible after the Issue Date. sale of your Notes on ASX after Notes have been quoted If you are an Eligible Westpac Capital Notes 3 Holder and on ASX. you have applied for additional Westpac Capital Notes 7 You will not be required to pay any ongoing fees or under the Reinvestment Offer and your Application for other costs following the issue of the Notes. The costs of additional Westpac Capital Notes 7 is scaled back, you carrying out the Offer and maintaining an ASX listing for will have the applicable part of your Application Payment the Notes will be paid by Westpac. refunded to you (without interest) as soon as possible after the Issue Date. 8.2.5 Refunds and interest If the Offer does not proceed for any reason, Applicants All Application Payments received by the Registrar before (including Applicants for additional Westpac Capital the Notes are issued will be held by Westpac in a non- Notes 7 under the Reinvestment Offer) will have their interest bearing bank account established solely for the Application Payments refunded to them (without interest) purpose of depositing Application Payments received. as soon as practicable.

90 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 91 . Westpac Capital Westpac Applying for Westpac Capital Notes 7 Capital Notes Westpac for Applying Section 8 Section Distributions and other payments Distributions Holding Statements Holding Holding Statements details for of bank account Provision ASX quotation ASX Trading Holding information ASX quotation, trading and trading quotation, ASX account details. Please provide these account details to the details to account these details. Please provide account as soon as possible. Registrar number holding under an existing issued are Notes If your elections, including bank current your with Westpac, advise you unless the Notes details, will apply to account otherwise. the Registrar does not account your to money of any If the payment the to will send a notice Westpac reason, any for complete notified by recently most or email address address postal Notes 7 Information Line (Monday to Friday, 8.30am to 8.30am to Friday, to Line (Monday 7 Information Notes (within Australia) on 1300 668 378 time) 5.30pm, Sydney outside Australia) (from 1300 668 378 and +61 8.4.3 to will be dispatched Holding Statements expects Westpac Westpac 2020. 8 December Applicants on or by successful Westpac in CHESS. participate to the Notes has applied for securities on any Notes the quote to does not intend for will be issued No certificates ASX. apart from exchange the Notes. 8.5 will be sent a under the Offer with Notes Applicants issued In addition Date. the Issue pack shortly after investor new important this pack will contain a Holding Statement, to Capital holding of Westpac your to relating information 7. Notes 8.5.1 of Distributions, payment credit will direct Westpac to and other amounts relating Value of Face repayment of a financial dollar account an Australian into the Notes will not pay Westpac you. by nominated institution cheque. by or other payments on the Notes Distributions will you the Notes, pack for investor As part of the new bank your or update provide to the opportunity have 8.4 8.4.1 on be quoted to the Notes has applied for Westpac does not grant If ASX is not guaranteed. Quotation ASX. will then the Notes be quoted, to the Notes for permission will be refunded Payments and Application not be issued as soon as possible. Applicants to (without interest) ASX under will be quoted the Notes that It is expected WBCPJ. code 8.4.2 on on ASX will begin trading the Notes that It is expected are You 2020. basis on 7 December a normal settlement trading before Allocation your confirming for responsible If do not own. you the risk of selling Notes avoid to Notes your of confirmation receive you before Notes sell your you risk. own your do so at you Allocation, Firm Applicant (including an Eligible a Broker are If you in Westpac 3 Holder reinvesting Capital Notes Westpac you Broker), a Syndicate 7 through Capital Notes find out your to Broker Syndicate your should contact If Holding Statement. your receiving prior to Allocation or the Offer applied under the Reinvestment have you should call the you Securityholder Offer, Allotment Allocation and scaleback Allocation Allocation and Allotment Allocation withdraw the Offer at any time before Notes are issued. are Notes time before any at the Offer withdraw being granted, Westpac intends to Allot the Notes on the Notes Allot to intends Westpac being granted, Managers and the Joint Lead Westpac 2020. 4 December early or close the Offer discretion, in their absolute may, also may Westpac without notice. Period the Offer extend Westpac will not Allot any Notes until it has been Notes will not Allot any Westpac on ASX be quoted to the Notes for approval granted been have Applications accepted from and all proceeds quotation for approval Subject to Westpac. by received 14,000,000 Notes at an Issue Price of $100 each, to raise raise of $100 each, to Price an Issue at Notes 14,000,000 more raise the ability to $1.4 billion with approximately or less. 8.3.2 Allot approximately and issue to intends Westpac Allocations to Broker Firm Applicants by a Syndicate a Syndicate Firm Applicants by Broker to Allocations Broker. Syndicate of that the discretion at are Broker In Notes. any issue the right not to also reserves Westpac an Allocation. no Applicants will receive this instance Allocated, including in respect of firm Allocations to to of firm Allocations respect including in Allocated, under the Investors and Institutional Brokers Syndicate Bookbuild. The Allocations for Joint Lead Managers, Co-Managers Managers, Co-Managers Joint Lead for Allocations The under the determined were Investors and Institutional has the right to Westpac Bookbuild – see Section 7.6. or will be were whom Notes to the persons nominate you apply for additional Westpac Capital Notes 7, your your 7, Capital Notes additional Westpac apply for you 7 may Notes Capital additional Westpac for Application the Offer. demand for is excess be scaled back if there treat Applications in excess of $250,000 as part of the of $250,000 in excess Applications treat Offer. Institutional 3 Holder and Capital Notes an Eligible Westpac are If you of Westpac Capital Notes 7 than applied for, including including 7 than applied for, Capital Notes of Westpac Capital of 50 Westpac minimum Application than the less Managers Lead and the Joint Westpac 7 ($5,000). Notes and to scale back Applications the right to also reserve Westpac reserves the right not to accept Applications from from Applications accept the right not to reserves Westpac Managers and the Joint Lead Applicant and Westpac any Capital Eligible Westpac any Allocate the right to reserve number a lesser 3 Holder or Eligible Securityholder Notes This priority will not extend to Applications for additional for Applications to priority will not extend This Capital Eligible Westpac 7 by Capital Notes Westpac 3 Holders. Notes Westpac will give priority to Applications received received Applications priority to will give Westpac including Applications Offer, under the Reinvestment 3 Holders received Capital Notes Westpac Eligible from Firm Offer. under the Broker Brokers Syndicate through the day the Westpac Capital Notes 7 commence trading, trading, 7 commence Notes Capital the Westpac the day 2020. December be 7 to which is expected but under the Offer, Allocation is no guaranteed There Securityholder Offer will be determined by Westpac at at Westpac by will be determined Securityholder Offer Joint with the consult may Westpac the close of the Offer. Allocations such Allocation. Managers in determining Lead on or before on ASX will be announced scaleback and any Allocations for any Westpac Capital Notes 7 applied for 7 applied for Notes Capital Westpac any for Allocations additional including any Offer, under the Reinvestment under the Application and any 7, Capital Notes Westpac 8.3 8.3.1 what happens if you have elected to apply to reinvest reinvest apply to to elected have if you happens what 3 under the Capital Notes Westpac of your all or some does not proceed. and the Offer Offer Reinvestment Please refer to Section 3.6.4 for further information about information further for Section 3.6.4 to Please refer Westpac Capital Notes 7 you advising of the uncompleted payment. In that case, the amount of the uncompleted payment will be held as a deposit in a non-interest bearing account until one of the following occurs: • you nominate a suitable Australian dollar account maintained in Australia with a financial institution to which the payment may be credited; or • Westpac is entitled or obliged to deal with the amount in accordance with the law relating to unclaimed moneys. No interest is payable in respect of any delay in payment. 8.5.2 Provision of Tax File Number or Australian Business Number The Registrar will invite Holders to quote or update their TFN, ABN or both. A Holder may, but is not required to, quote their TFN or ABN. If a Holder does not quote a TFN (or in certain circumstances an ABN) or proof of exemption, Westpac will be required to withhold Australian taxation at the maximum marginal tax rate plus the Medicare levy (currently 47% of the unfranked amount) from any Distribution payable on Notes which is not fully franked and remit the amount withheld to the ATO. You should also read the information about Australian tax consequences for Holders in Section 6. If your Notes are issued under an existing holding number with Westpac, your current elections, including TFN or ABN details, will apply to the Notes unless you advise the Registrar otherwise. 8.6 Enquiries If you have any questions on how to apply for Notes, you should contact the Westpac Capital Notes 7 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 668 378 (within Australia) and +61 1300 668 378 (from outside Australia). If you are unclear in relation to any matter or are uncertain if the Notes are a suitable investment for you, you should consult your financial adviser or other professional adviser. If you are a Broker Firm Applicant and you are in any doubt about what action you should take, you should contact your Syndicate Broker.

1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B

APPENDIX A APPENDIX Glossary the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain should obtain with them, you or the risks associated work they how do not fully understand If you investment. of all of your the loss advice. professional CAUTION – Westpac Capital Notes 7 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable riskier than bank deposits and may are not deposit liabilities of Westpac, 7 are Capital Notes – Westpac CAUTION result in could the Notes with associated and the risks to understand them difficult make may complexity Their some investors. for Westpac Capital Notes 7

Defined terms in this glossary and in clause 16.2 of the Westpac Capital Notes 7 Terms are used throughout this Prospectus and the attached, or accompanying, Broker Firm Application Form or online Reinvestment Application or online Securityholder Application.

ABN Australian Business Number

Acquisition Event occurs when: • a takeover bid is made and certain conditions are satisfied; or • a court orders one or more meetings to be convened to approve a scheme of arrangement and certain conditions are satisfied An Acquisition Event does not occur upon the proposed replacement of Westpac as the ultimate holding company of the Westpac Group if certain conditions are met

Acquisition Event has the meaning set out in clause 5.9(a)(iii) of the Westpac Capital Notes 7 Terms Conversion Date

Additional Tier 1 Capital has the meaning prescribed by APRA in the Prudential Standards

ADI an Authorised Deposit-taking Institution under the Banking Act

AFSL Australian Financial Services Licence

Allocation the number of Notes allocated under the Offer to: • Eligible Westpac Capital Notes 3 Holders and Eligible Securityholders at the end of the Offer Period; and • Syndicate Brokers and Institutional Investors under the Bookbuild Allocate, Allocated and Allocating have the corresponding meanings

Allotment the issue of Notes to Applicants on the Issue Date under their Allocation Allotted and Allot have the corresponding meanings

Alternative BBSW Rate a rate other than the 3 month BBSW Rate, that is, in Westpac’s opinion, generally accepted in the Australian market as the successor to the 3 month BBSW Rate, or if there is no such rate: • a reference rate that is, in Westpac’s opinion, appropriate to floating rate debt securities of a tenor and interest period most comparable to Westpac Capital Notes 7; or • such other reference rate as Westpac considers appropriate having regard to available comparable indices For the full definition, see clause 3.1 of the Westpac Capital Notes 7 Terms.

AML/CTF anti-money laundering and counter-terrorism financing

Applicant a person who submits an Application in accordance with this Prospectus

Application a valid application made under this Prospectus to apply for a specified number of Notes by following the online Reinvestment Application, online Securityholder Application or using the Broker Firm Application Form

Application Payment the monies payable on Application, calculated as the number of Notes applied for multiplied by the Initial Face Value

Approved Successor a holding company that replaces, or is proposed to replace, Westpac as the ultimate holding company of the Westpac Group and that satisfies the requirements under paragraphs (c) to (h) of the definition of “Acquisition Event” in clause 16.2 of the Westpac Capital Notes 7 Terms

Approved Successor a fully paid ordinary share in the capital of the Approved Successor Share

APRA Australian Prudential Regulation Authority

94 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 95 Glossary Appendix A Appendix (Cth) Westpac determines; or determines; Westpac it believes, in writing that APRA notifies Westpac a business day as defined in the ASX Listing Rules; and Listing as defined in the ASX day a business on which a date of a Conversion, in respect calculation all purposes other than any for in Sydney business general open for banks are has been discontinued or otherwise ceased to be calculated or administered; or or administered; be calculated to ceased or otherwise has been discontinued rate as a reference market in the Australian accepted is no longer generally period comparable and interest debt securities of a tenor rate floating to appropriate 7 Capital Notes of Westpac that to a reduction in capital by Westpac of its Ordinary Shares in any way permitted by the by permitted way in any Shares of its Ordinary Westpac in capital by a reduction Act 2J of the Corporations of Part provisions debt capital security (whether or subordinated hybrid equity, or any Shares Ordinary the Notes excluding Westpac by issued instruments) of one or more comprised when: occurs • • or Westpac 1 Capital Ratio Tier Equity 1 Common Level either or both the Westpac that Capital as defined in the Westpac (each 1 Capital Ratio Tier Equity 2 Common Level than 5.125% or less is equal to 7 Terms) Notes the application form accompanying this Prospectus upon which a Broker Firm Applicant Firm Applicant upon which a Broker this Prospectus accompanying form the application an Application can make a apply for to Brokers clients of the Syndicate resident Australian made to the invitation this Prospectus under Broker Syndicate the relevant from firm Allocation broker which is: a day • • the pursuant to Shares of its Ordinary Westpac by the acquisition involving a transaction Act 2J of the Corporations of Part provisions • • Supervision on Banking Basel Committee determine to Westpac Managers as agents for Lead the Joint by conducted the process and Brokers Syndicate certain to of the Notes and firm Allocations the Margin Investors Institutional firm a broker who applies for Broker client of a Syndicate resident an Australian Firm Offer under the Broker Broker a Syndicate from Allocation the listing rules of ASX with any modification or waivers which ASX may grant to to grant may which ASX or waivers modification with any rules of ASX the listing Westpac time to from ASX by or waived varied as amended, rules of ASX operating the market time Office Taxation Australian 1959 Banking Act 7 Terms Capital Notes of the Westpac 3.1 in clause has the meaning given Rate: opinion, the 3 month BBSW when in Westpac’s occurs Australian Securities and Investments Commission and Investments Securities Australian as Limited, ASX by operated market or the financial 691) (ABN 98 008 624 Limited ASX requires the context Capital Trigger Event Capital Trigger Capital Reduction Capital Securities Buy Back Business Day Business Application Form Application Firm Offer Broker Broker Firm Broker Broker Firm Applicant Broker BCBS Bookbuild BBSW Rate Disruption Rate BBSW Event BBSW Rate BBSW ATO Banking Act ASX Operating Rules Operating ASX ASX Listing Rules Listing ASX ASIC ASX Westpac Capital Notes 7

Capital Trigger Event has the meaning set out in clause 5.2(d)(iii) of the Westpac Capital Notes 7 Terms Conversion Date

Cash Rate the interest rate which banks pay to borrow funds from other banks in the money market on an overnight basis

Cash Rate Target the RBA’s operational target for the implementation of monetary policy. A decision to ease policy is reflected in a new lower target for the cash rate, while a decision to tighten policy is reflected in a higher target

CCM Close and Continuous Monitoring

Change of Law • an amendment to, change in or announced prospective change (that has been or will be introduced) in any laws or regulations under those laws affecting taxation in Australia; • a judicial decision interpreting, applying or clarifying laws or regulations affecting taxation in Australia; • an administrative pronouncement, ruling, confirmation, advice or action (including a failure or refusal to provide a ruling) affecting taxation in Australia that represents an official position, including a clarification of an official position of the governmental authority or regulatory body making the administrative pronouncement or taking any action; or • a challenge in relation to (or in connection with) the tax treatment of the Notes asserted or threatened in writing from a governmental authority or regulatory body in Australia, which amendment or change is announced or which action or clarification or challenge occurs on or after the Issue Date and which Westpac did not expect as at the Issue Date

CHESS Clearing House Electronic Subregister System operated by ASX Settlement Pty Limited (ABN 49 008 504 532)

Chi-X Chi-X Australia Pty Ltd (ABN 47 129 584 667) or the financial market operated by Chi-X Australia Pty Ltd, as the context requires

Closing Date the last day on which Applications for the Reinvestment Offer, Securityholder Offer and Broker Firm Offer will be accepted, expected to be 5.00pm Sydney time on 30 November 20201

Co-Managers Bell Potter Securities Limited, and any other co-managers appointed to the Offer by Westpac

Co-Manager Amount the Allocation to any Co-Managers multiplied by the Initial Face Value

Common Equity Tier 1 has the meaning prescribed by APRA in the Prudential Standards Capital or CET1

Common Equity Tier 1 has the meaning prescribed by APRA in the Prudential Standards Capital Ratio or CET1 Ratio

Consenting Party each of the consenting parties named in Section 7.7

Conversion the conversion of all, some or in the case of a Capital Trigger Event or Non-Viability Trigger Event only, a proportion of the Face Value of each of the, Notes into Ordinary Shares under the Westpac Capital Notes 7 Terms Convert and Converted have the corresponding meaning

Note: 1. Westpac and the Joint Lead Managers may, in their absolute discretion, close the Offer early or extend the Offer Period without notice. Westpac may also withdraw the Offer at any time before the Notes are issued.

96 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 97 Glossary Appendix A Appendix (Cth) the Initial Face Value; or Value; the Initial Face which has per Note Value the amount of Face by reduced Value the Initial Face with clauses 5.2 or 5.4 of the Westpac in accordance Converted been previously in been terminated of which have or the rights in respect 7 Terms Capital Notes 7 Terms Capital Notes with clause 5.8 of the Westpac accordance requirements (on a Level 1 basis) or of the Westpac Group’s capital requirements (on (on capital requirements Group’s or of the Westpac 1 basis) a Level (on requirements the Westpac applied to are as they under the Prudential Standards 2 basis) a Level the time of the payment; at Group to likely or being becoming, in Westpac not resulting of the Distribution the payment and Act; the purposes of the Corporations for insolvent become, of the Distribution payment the APRA not otherwise objecting to Westpac’s absolute discretion; absolute Westpac’s capital of Westpac’s in a breach not resulting of the Distribution the payment Acquisition Event Conversion Date; or Date; Conversion Event Acquisition Date Optional Conversion Scheduled Conversion Date; Conversion Scheduled Date; Conversion Event Capital Trigger Date; Conversion Event Trigger Non-Viability entered into or non-US laws enacted with respect to those provisions) to with respect enacted or non-US laws into entered has the meaning given in clause 16.2 of the Westpac Capital Notes 7 Terms Capital Notes in clause 16.2 of the Westpac has the meaning given either: as applicable, • • of 1986, as Code Revenue Internal States of the United 1474 through sections 1471 of those or replacement amendment, re-enactment consolidation any amended (or agreements issued, or official interpretations regulations and including any provisions has the meaning given in clause 3.1 of the Westpac Capital Notes 7 Terms Capital Notes of the Westpac 3.1 in clause has the meaning given Act with the Corporations in accordance payable final or special dividends interim, any Shares Ordinary to in relation Constitution and Westpac's Important Bank Systemically Domestic Capital 2, Westpac Capital Notes Westpac Shares, holder of Ordinary a registered on the Register 6 shown Capital Notes Westpac 5 and/or Capital Notes 4, Westpac Notes in Australia an address have to 2020 time on 28 October Sydney 7.00pm at Sydney 7.00pm at on the Register 3 shown Capital Notes holder of Westpac a registered in Australia an address have to 2020 time on 28 October • • 7 Terms Capital Notes 3.5 of the Westpac in clause has the meaning given Distribution (and including) the first until Date the Issue (but excluding) the period from until Date Payment each Distribution (but excluding) from or thereafter Date Payment Date Payment Distribution (and including) the next • • 7 Terms Capital Notes the Westpac of in clause 9.1 has the meaning given 2001 Act Corporations Capital of the Westpac as set out in clause 3.1 of each Note Value on the Face interest 7 Terms Notes being: 7 Terms, Capital Notes of the Westpac set out in clause 3.3 the conditions • • the applicable: • • • FATCA Securities Value Face Capital Notes 3 Holder Capital Notes Ranking Capital Equal Eligible Westpac Eligible Westpac D-SIB Eligible Securityholder Dividend Distribution Rate Distribution Distribution Period Distribution Distribution Payment Payment Distribution Date Distribution Payment Payment Distribution Conditions Corporations Act Corporations Distribution Conversion Number Conversion Conversion Date Conversion Westpac Capital Notes 7

Final Westpac Capital the intended final distribution to be paid to a Westpac Capital Notes 3 holder in respect Notes 3 Distribution of their Westpac Capital Notes 3 for the period from (but excluding) 22 December 2020 to (and including) 22 March 2021, provided such Westpac Capital Notes 3 Holder is a registered holder of Westpac Capital Notes 3 at 7.00pm Sydney time on the record date for this distribution (and provided the distribution payment conditions in the Westpac Capital Notes 3 Terms are satisfied)

Financial Claims the financial claims scheme established under the Banking Act Scheme

First Pro-Rata Westpac the expected distribution to be paid to a Westpac Capital Notes 3 holder in respect of Capital Note 3 their Westpac Capital Notes 3 for the period from (but excluding) 22 September 2020 Distribution to (and including) 4 December 2020, provided such Westpac Capital Notes 3 holder is a registered holder of Westpac Capital Notes 3 at 7.00pm Sydney time on 26 November 2020 (and provided the distribution payment conditions in the Westpac Capital Notes 3 Terms are satisfied)

First Scheduled the VWAP on the 25th Business Day on which trading in Ordinary Shares took place Conversion Condition immediately preceding (but not including) the Scheduled Conversion Date is greater than 56.12% of the Issue Date VWAP, as set out in clause 4.2(a)(i) of the Westpac Capital Notes 7 Terms

FSTR Act Financial Sector (Transfer and Restructure) Act 1999 (Cth)

GST Goods and Services Tax, as contained in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any relevant GST regulations

HIN holder identification number

Holder a registered holder of Notes

Holding Statement a statement issued to Holders by the Registrar which sets out details of Notes Allotted to them under the Offer

Ineligible Holder either: • a Holder who is prohibited or restricted by any applicable law or regulation in force in Australia (including but not limited to Chapter 6 of the Corporations Act, the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Financial Sector (Shareholdings) Act 1998 (Cth) and Part IV of the Competition and Consumer Act 2010 (Cth)) from being offered, holding or acquiring Ordinary Shares (provided that if the relevant prohibition or restriction only applies to the Holder in respect of some of its Notes, it shall only be treated as an Ineligible Holder in respect of those Notes and not in respect of the balance of its Notes); or • a Holder whose address in the Register is a place outside Australia or who Westpac otherwise believes may not be a resident of Australia and Westpac is not satisfied that the laws of the Holder’s country of residence permit the offer, holding or acquisition of Ordinary Shares to the Holder (but Westpac will not be bound to enquire into those laws), either unconditionally or after compliance with conditions which Westpac, in its absolute discretion, regards as acceptable and not unduly onerous

Initial Face Value or $100 per Note Issue Price

Institutional Amount the Allocation to Institutional Investors multiplied by the Initial Face Value

Institutional Investor an investor to whom offers of securities can be made without the need for a prospectus (or other formality, other than a formality which Westpac is willing to comply with), including in Australia persons to whom offers of securities can be made without the need for a lodged prospectus under Chapter 6D of the Corporations Act

Institutional Offer the invitation by Westpac Institutional Bank to Institutional Investors to bid for Notes in the Bookbuild

98 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 99 Glossary Appendix A Appendix means if Conversion is occurring on a Scheduled Conversion Date Date Conversion on a Scheduled is occurring means if Conversion Face Value/(Relevant Percentage x Issue Date VWAP) Date x Issue Percentage Value/(Relevant Face an Eligible Westpac Capital Notes 3 Holder who has elected to participate in the participate to 3 Holder who has elected Capital Notes an Eligible Westpac had their or (b) an Allocation but either (a) did not receive Offer Reinvestment scaled back Allocation of other capital down or write write-off or conversion, of the Notes, Conversion would Westpac without it, because, is necessary Group, of the Westpac instruments or non-viable; become because, support, is necessary injection of capital, or equivalent a public sector non-viable become would without it, Westpac an Eligible Westpac Capital Notes 3 Holder chose not to participate in the participate 3 Holder chose not to Capital Notes an Eligible Westpac Offer; Reinvestment in the Reinvestment participate to 3 Holder elected Capital Notes an Eligible Westpac 3; Capital Notes of only some Westpac but in respect Offer does not Date Record Offer 3 on the Reinvestment Capital Notes a holder of Westpac 3 Holder and Capital Notes qualify as an Eligible Westpac to meet the eligibility criteria or Offer; in the Reinvestment participate cannot elect to therefore • 3 Capital Notes Westpac a holder of Non-Participating it believes: in writing that when APRA notifies Westpac occurs • • one or more third parties selected by Westpac in its absolute discretion (which cannot discretion in its absolute Westpac by parties selected third one or more (as described in the entity or a related Group include a member of the Westpac of Westpac) Prudential Standards) Offer, under the Reinvestment in Notes not reinvested 3 which are Capital Notes Westpac whether because: • • • under clauses 5.2 or 5.4 of the Westpac Capital Notes 7 Terms or any termination of termination or any 7 Terms Capital Notes under clauses 5.2 or 5.4 of the Westpac 7 Terms) Capital Notes rights under clause 5.8 of the Westpac which is 3.40% per annum the Notes, for the margin calculated 7 Terms, Capital Notes of the Westpac 9.1 in clause has the meaning given formula: following the to according Where: Percentage Relevant at is occurring 50%; and if Conversion 2027, on 22 March Date or the Optional Conversion 20% other time, any for each Joint Lead Manager, the Initial Face Value multiplied by the Allocation to that that to the Allocation by multiplied Value the Initial Face Manager, each Joint Lead for Manager Joint Lead Australia Global Markets Citigroup Bank, ANZ Securities Limited, Institutional Westpac Pty Limited, Advisory E&P Corporate Bank of Australia, Commonwealth Pty Limited, Limited and Partners and Shaw Minnett Limited Ord Financial Limited, Morgans in the Prudential Standards APRA by has the meaning prescribed Rate Offered Interbank London Conversion any for (as adjusted $100 per Note equal to an amount of surplus assets the date on which the Notes are issued, expected to be 4 December 2020 be 4 December to expected issued, are which the Notes on the date Shares in Ordinary trading on which Days period of 20 Business during the the VWAP in adjusted as Date, the Issue but not including preceding immediately place took 7 Terms Capital Notes the Westpac of 9.7 to clauses 9.4 with accordance Event Westpac Capital Notes Capital Notes Westpac 3 Holder Trigger Non-Viability Non-Participating Non-Participating Westpac Capital Notes 3 Capital Notes Westpac Non-Participating Non-Participating Nominated Party Nominated Maximum Conversion Maximum Conversion Number Margin Liquidation Sum Liquidation Level 3 Level LIBOR Level 1, Level 2 and 1, Level Level Amount Managers Joint Lead JLM Broker Firm JLM Broker Issue Date Issue VWAP Date Issue Westpac Capital Notes 7

Non-Viability Trigger has the meaning set out in clause 5.4(c)(iii) of the Westpac Capital Notes 7 Terms Event Conversion Date

Notes Deed Poll the Notes Deed Poll in relation to the Notes

Offer the offer of the Notes under this Prospectus at an Initial Face Value and Issue Price of $100 each to raise approximately $1.4 billion with the ability to raise more or less. The offer is comprised of the Reinvestment Offer, the Securityholder Offer, the Broker Firm Offer and the Institutional Offer

Offer Period the period from the Opening Date to the Closing Date2

OMA or Offer the Offer Management Agreement entered into between Westpac and the Joint Lead Management Managers as summarised in Section 7.6 Agreement

Opening Date the day the Offer opens, being 13 November 2020

Optional Conversion a Conversion at Westpac's option in accordance with clause 6 of the Westpac Capital Notes 7 Terms

Optional Conversion in respect of each Note: Date • 22 March 2027; or • the date specified by Westpac as the Optional Conversion Date in accordance with clause 6.3(b)(i)(B) of the Westpac Capital Notes 7 Terms

Optional Conversion a notice issued in accordance with clause 6 of the Westpac Capital Notes 7 Terms Notice

Optional Conversion has the meaning given in clause 6.2 of the Westpac Capital Notes 7 Terms Restriction

Ordinary Share a fully paid ordinary share in the capital of Westpac

Original Prospectus the prospectus dated 4 November 2020 and lodged with ASIC on that date, which this Prospectus replaces

Other Broker Firm the Allocation to any Third Party Brokers and other participating brokers multiplied by Amount the Initial Face Value

Participating Westpac Westpac Capital Notes 3 which are reinvested in Westpac Capital Notes 7 under the Capital Notes 3 Reinvestment Offer

Participating Westpac an Eligible Westpac Capital Notes 3 Holder who elects to participate in the Reinvestment Capital Notes 3 Holder Offer and receives an Allocation of Westpac Capital Notes 7

Prospectus this document (including the electronic form), and any supplementary or replacement Prospectus in relation to the Offer (including the electronic form)

Prudential Standards the Prudential Standards and guidelines published by APRA and applicable to Westpac or the Westpac Group from time to time

RBA the Reserve Bank of Australia

RBNZ Reserve Bank of New Zealand

Note: 2. Westpac and the Joint Lead Managers may, in their absolute discretion, close the Offer early or extend the Offer Period without notice. Westpac may also withdraw the Offer at any time before the Notes are issued.

100 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 101 Glossary Appendix A Appendix negative impact on the Westpac impact on the Westpac negative de minimis additional requirements would be imposed on the Westpac be imposed on the Westpac would additional requirements have corresponding meanings corresponding have de minimis Redeemed Redeemed and unacceptable; or unacceptable; treat will not be entitled to Westpac that or APRA confirms determines Westpac Group of the Westpac 1 Capital Tier as Additional some or all of the Notes more than than more than be a more would there or Group be to determines which Westpac with) Notes in connection (or to relation in Group – – – the event expected Westpac Date, the Issue at will not arise where, Event a Regulatory occur would broadly, will occur if Westpac receives legal advice that, as a result of a change of law of a change of law as a result that, legal advice receives if Westpac will occur broadly, Date: the Issue after or regulation – by Westpac and notified to ASX); and ASX); and notified to Westpac by a date or Transfer, upon a Redemption of the Note Value of the Face the payment be prescribed as may date such other (or ASX and notified to Westpac by determined by ASX) or 2027; 22 March with in accordance Date the Redemption as Westpac specified by the date 7 Terms Capital Notes of the Westpac clause 7.2(b)(i)(B) the payment of Distributions, the date which is eight calendar days before the before days is eight calendar which the date of Distributions, the payment the Day, on a Business does not fall date if that or, Date Payment Distribution relevant under be prescribed as may such other date (or Day Business preceding immediately determined a date Rules, Listing the ASX by if not prescribed Rules or, Listing the ASX facility established for the sale of Ordinary Shares issued by Westpac on Conversion on on Conversion Westpac by issued Shares the sale of Ordinary for established facility or who are on Conversion Shares Ordinary receive behalf of Holders who do not wish to Ineligible Holders reinvestment of the transfer proceeds in Westpac Capital Notes 7 ($100 per Westpac Westpac 7 ($100 per Capital Notes in Westpac proceeds of the transfer reinvestment Eligible to and the invitation 7) as described in Section 3 of this Prospectus, Capital Note 7 Capital Notes additional Westpac apply for 3 Holders to Capital Notes Westpac time) Sydney (7.00pm 2020 28 October 2 basis 1 basis or Level on a Level 1 Capital of Westpac part of the Tier a security forming assets risk weighted entity (as or a related Group the nominee (who cannot be a member of the Westpac under the Westpac by appointed of Westpac) described in the Prudential Standards) • in participate 3 Holder to Capital Notes an Eligible Westpac by the online application Capital additional Westpac any apply for to (and if applicable, Offer the Reinvestment be made 7) may Notes all reinvest apply to 3 Holders to Capital Notes Eligible Westpac to the priority offer 7 which will be via Capital Notes 3 in Westpac Capital Notes or some of their Westpac 3 Capital Notes the Westpac 3 to Capital Notes Westpac of Participating the transfer 3 and the automatic Capital Note Westpac $100 per Participating for Party Nominated the official register of Ordinary Shares, Westpac Capital Notes 7 (if issued), Westpac NZD Westpac 7 (if issued), Capital Notes Westpac Shares, of Ordinary the official register Capital 5, Westpac Capital Notes 6, Westpac Capital Notes Westpac Notes, Subordinated Westpac, 2 maintained by Capital Notes Westpac 3 or Capital Notes 4, Westpac Notes and maintained under CHESS established sub-register and includes any Westpac that other registrar or any (ABN 54 083 214 537) Limited Services Link Market of its securities maintain a register appoints to • • Westpac under the Value their Face for of the Notes of all or some the redemption Terms 7 Capital Notes Redeem of each Note: in respect • • in the case of: in the case • RWA Sale Agent Record Date Record Securities Relevant Reinvestment Offer Offer Reinvestment Reinvestment Offer Reinvestment Reinvestment Reinvestment Application Regulatory Event Regulatory Registrar Register Redemption Date Redemption Redemption Record Date Record Westpac Capital Notes 7

Scheduled Conversion Conversion on the Scheduled Conversion Date

Scheduled Conversion the First Scheduled Conversion Condition and the Second Scheduled Conversion Conditions Condition

Scheduled Conversion the date that is the earlier of: Date • 22 March 2029; and • the first Distribution Payment Date after 22 March 2029, on which the Scheduled Conversion Conditions are satisfied

Second Pro-Rata the expected distribution to be paid to a Westpac Capital Notes 3 holder in respect of Westpac Capital Note 3 their Westpac Capital Notes 3 for the period from (but excluding) 4 December 2020 to Distribution (and including) 22 December 2020, provided such Westpac Capital Notes 3 holder is a registered holder of Westpac Capital Notes 3 at 7.00pm Sydney time on 14 December 2020 (and provided the distribution payment conditions in the Westpac Capital Notes 3 Terms are satisfied)

Second Scheduled the VWAP during the period of 20 Business Days on which trading in Ordinary Shares Conversion Condition took place immediately preceding (but not including) the Scheduled Conversion Date is greater than 50.51% of the Issue Date VWAP, as set out in clause 4.2(a)(ii) of the Westpac Capital Notes 7 Terms

Securityholder an online Application by an Eligible Securityholder made by following the instructions via Application the Offer website at www.westpac.com.au/westpaccapnotes7

Securityholder Offer the invitation to Eligible Securityholders to apply for Notes under this Prospectus

Senior Creditors all creditors of Westpac (present and future), including depositors of Westpac and all holders of Westpac’s senior or subordinated debt: • whose claims are admitted in a Winding Up; and • whose claims are not made as holders of indebtedness arising under: 1. an Equal Ranking Capital Security; or 2. an Ordinary Share

Solvent Reconstruction a scheme of amalgamation or reconstruction, not involving a bankruptcy or insolvency, where the obligations of Westpac in relation to the outstanding Notes are assumed by the successor entity to which all, or substantially all of the property, assets and undertakings of Westpac are transferred or where an arrangement with similar effect not involving a bankruptcy or insolvency is implemented

Special Resolution • a resolution passed at a meeting of Holders by a majority of at least 75% of the votes validly cast by Holders in person or by proxy and entitled to vote on the resolution; or • the written approval of Holders holding at least 75% of the Notes

SRN securityholder reference number

Sydney time time in Sydney, New South Wales, Australia

Syndicate Broker any of the Joint Lead Managers (or their affiliated retail brokers), Co-Managers or Third Party Brokers and any other participating broker in the Offer

Tax Act the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) (both as amended from time to time, as the case may be, and a reference to a section of the Income Tax Assessment Act 1936 (Cth) includes a reference to that section as rewritten in the Income Tax Assessment Act 1997 (Cth)) and any other law setting the rate of income tax payable or regulation made under such laws

102 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 103 Glossary Appendix A Appendix adverse tax consequence or tax consequence adverse de minimis has a corresponding meaning has a corresponding 22 March 2027; or 2027; 22 March with clause 8.2(b)(i) in accordance Date the Transfer as Westpac specified by the date 7 Terms Notes Capital (B) of the Westpac any Distribution would not be a frankable distribution within the meaning of Division within the meaning of Division distribution not be a frankable would Distribution any Act of the Tax 202 Westpac would be exposed to a more than a more to be exposed would Westpac or the Notes; to in relation cost increased the constitution of Westpac the constitution subject to any adjustments under clauses 9.2 and 9.3 of the Westpac Capital Notes 7 Capital Notes of the Westpac and 9.3 under clauses 9.2 adjustments any subject to average (such sales prices average weighted of the daily volume the average Terms, dollars and cents in Australian being expressed sales price and each such daily average of Ordinary upwards) being rounded with A$0.005 full cent, the nearest to and rounded but days period or on the relevant during the relevant and Chi-X sold on ASX Shares or any State" Session outside the "Open transacted "crossing" does not include any Rules or Operating each as defined in the ASX time, any at transacted "special crossing" Shares Ordinary of options over the exercise pursuant to or trades trades overseas any as set out in clause 16.2 of the Westpac is calculated, which the VWAP the period over 7 Terms Capital Notes 233714) AFSL No. 141, 457 (ABN 33 007 Banking Corporation Westpac in respect of each Note: in respect • • under 7 Terms Capital Notes with clause 8 of the Westpac in accordance issued a notice or all of the Notes some to in relation occur Transfer a elects that which Westpac report transaction threshold S of the US Securities Act in Regulation has the meaning given as amended of 1933, Securities Act States United have the meaning prescribed by APRA in the Prudential Standards by the meaning prescribed have payments (which will include Distribution 1 Capital distributions Tier Dividends, Additional bonuses staff and discretionary on the Notes) with clause 8 of the in accordance Party a Nominated Holders to by of Notes the transfer 7 Terms Capital Notes Westpac Transferred • would the event expected Westpac Date, the Issue at will not arise where, Event A Tax occur the at of Westpac account the franking to applicable tax rate corporate the Australian Rate Tax the relevant of this Prospectus, the date At Date. Payment Distribution relevant change) may rate (but that as a decimal, 0.30 expressed is 30% or, File Number Tax Bank to Institutional Westpac by the Offer to appointed party brokers third any in the Bookbuild participate occurs when Westpac determines, after receiving a supporting opinion of reputable legal of reputable a supporting opinion receiving after determines, when Westpac occurs of a (as a result that in such matters, experienced in Australia, or other tax adviser counsel risk that: than insubstantial is a more there Law) Change of •

and Westpac Westpac Constitution Westpac’s VWAP Period VWAP VWAP US Securities Act TTR US Person Transfer Notice Transfer Transfer Date Transfer Transfer Tier 1 Capital Tier Distributions Capital Ratio, Tier 2 Tier Capital Ratio, 2 Capital Capital, Tier Capital Total Ratio, Capital Ratio Total Tier 1 Capital, Tier 1 1 Capital, Tier Tier TFN Broker Party Third Tax Rate Tax Tax Event Tax Westpac Capital Notes 7

Westpac Capital the 13,105,705 Westpac Capital Notes 2 issued by Westpac under a prospectus dated Notes 2 15 May 2014

Westpac Capital the 13,244,280 Westpac Capital Notes 3 issued by Westpac, acting through its London Notes 3 branch, under a prospectus dated 6 August 2015

Westpac Capital the nominated party identified in: Notes 3 Nominated • a transfer notice intended to be given by Westpac under clause 8.1(a)(i) of the Westpac Party Capital Notes 3 Terms in respect of Non-Participating Westpac Capital Notes 3; or • the transfer notice given under clause 8.1(a)(iii) of the Westpac Capital Notes 3 Terms in respect of Participating Westpac Capital Notes 3, as the context requires

Westpac Capital the full terms of issue of Westpac Capital Notes 3 set out in Appendix B of the Westpac Notes 3 Terms Capital Notes 3 prospectus dated 6 August 2015, as amended on 4 November 2020

Westpac Capital the 17,020,534 Westpac Capital Notes 4 issued by Westpac under a prospectus dated Notes 4 26 May 2016

Westpac Capital the 16,903,383 Westpac Capital Notes 5 issued by Westpac under a prospectus dated Notes 5 13 February 2018

Westpac Capital the 14,230,580 Westpac Capital Notes 6 issued by Westpac under a prospectus dated Notes 6 20 November 2018

Westpac Capital are fully paid, non-cumulative, convertible, transferable, redeemable, subordinated, Notes 7 or Notes perpetual, unsecured notes of Westpac, to be issued under the Offer in accordance with the Westpac Capital Notes 7 Terms

Westpac Capital the Westpac Capital Notes 7 terms of issue set out in Appendix B Notes 7 Terms

Westpac Directors some or all of the directors of Westpac acting as a board

Westpac Group Westpac and its controlled entities taken as a whole

Westpac Institutional Westpac Institutional Bank, a division of Westpac Bank

Westpac NZD the 400,000,000 Westpac NZD Subordinated Notes issued by Westpac, acting through Subordinated Notes its head office, Sydney, under a New Zealand product disclosure statement dated 26 July 2016

Westpac USD AT1 the fixed rate, resetting, perpetual, subordinated, contingent, convertible securities Securities issued by Westpac, acting through its New Zealand branch, under the indenture dated 7 September 2017, as supplemented by the first supplemental indenture dated 21 September 2017

Winding Up • a court order is made in Australia for the winding up of Westpac (and such order is not successfully appealed or set aside within 30 days); or • an effective resolution is passed by shareholders or members for the winding up of Westpac in Australia, other than in connection with a Solvent Reconstruction

WNZL Westpac New Zealand Limited

104 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 105

APPENDIX B APPENDIX

Notes 7 Terms Notes 7 Westpac Capital Westpac the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain should obtain with them, you or the risks associated work they how do not fully understand If you investment. of all of your the loss advice. professional CAUTION – Westpac Capital Notes 7 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable riskier than bank deposits and may are not deposit liabilities of Westpac, 7 are Capital Notes – Westpac CAUTION result in could the Notes with associated and the risks to understand them difficult make may complexity Their some investors. for Westpac Capital Notes 7 Terms

1 Form and Initial Face Value of where: Distribution Rate (expressed as a percentage per annum) Westpac Capital Notes 7 is calculated using the following formula: 1.1 Form Distribution Rate = (BBSW Rate+ Margin) x (1 – Tax Rate) Westpac Capital Notes 7: where: (a) are non-cumulative, convertible, transferable, BBSW Rate (expressed as a percentage per annum) for redeemable, subordinated, perpetual, unsecured notes each Distribution Period, means: of Westpac; (a) subject to paragraph (b) below: (b) are designated as being of a particular series as set out in the Prospectus; (i) the rate for prime bank eligible securities having a tenor of 3 months which ASX (or its successor (c) are constituted under and issued on the terms set out in as administrator of that rate) publishes through the Deed Poll and these Terms; and information vendors by 12pm (Sydney time) (or such (d) take the form of entries in the Westpac Capital Notes 7 other time at which such rate is accustomed to be Register. so published), in the case of the first Distribution Period, on the Issue Date, and in the case of any 1.2 Initial Face Value other Distribution Period, on the first Business Day Each Westpac Capital Note 7 is issued fully paid at an issue of that Distribution Period; or price of $100. (ii) if Westpac determines that such rate as is described in paragraph (a)(i) above is not published by 12pm (Sydney time) on that day (or such other time at 2 Ranking on Winding Up which such rate is accustomed to be so published), (a) Holders do not have any right to prove in a Winding or is published but Westpac determines that there Up in respect of Westpac Capital Notes 7, except as is an obvious error in that rate, such other rate that permitted under clause 2(b). Westpac determines in good faith, having regard to comparable indices then available. (b) Westpac Capital Notes 7 will rank for payment of the Liquidation Sum in a Winding Up: (b) if Westpac determines that a BBSW Rate Disruption (i) senior to Ordinary Shares; Event has occurred, then, subject to APRA’s prior written approval, Westpac: (ii) equally among themselves and with all other Equal Ranking Capital Securities; and (i) shall use as the BBSW Rate such Alternative BBSW Rate as it may determine; (iii) junior to, and are conditional on the prior payment in full of, the claims of all Senior Creditors (including in (ii) shall make such adjustments to the Terms as it respect of any entitlement to interest under section determines to be reasonably necessary to calculate 563B of the Corporations Act). Distributions in accordance with such Alternative BBSW Rate; and (c) Holders may not exercise voting rights as a creditor in respect of Westpac Capital Notes 7 in a Winding Up to (iii) in making the above determination in this defeat the subordination in this clause. paragraph (b): (d) Westpac Capital Notes 7 are perpetual and these Terms (A) shall act in good faith and in a commercially do not include events of default or any other provisions reasonable manner; entitling the Holders to require that Westpac Capital (B) may consult such sources of market practice as it Notes 7 be Redeemed. Holders do not have any right considers appropriate; and to apply for a Winding Up on the ground of Westpac’s (C) may otherwise make such determination in its failure to pay Distributions or for any other reason. discretion. (e) For the avoidance of doubt, but subject to clause 5.8, if a Capital Trigger Event or Non-Viability Trigger (c) for the purposes of this definition of “BBSW Rate”: Event has occurred, Holders will rank for payment in (i) Alternative BBSW Rate means a rate other than the a Winding Up as holders of the number of Ordinary rate described in paragraph (a) of the definition of Shares to which they became entitled under clauses 5.2 BBSW Rate, that is, in Westpac’s opinion, generally or 5.4. accepted in the Australian market as the successor to the BBSW Rate, or if there is no such rate: 3 Distributions (A) a reference rate that is, in Westpac’s opinion, appropriate to floating rate debt securities of a 3.1 Distributions tenor and interest period most comparable to Westpac Capital Notes 7; or Subject to these Terms, each Westpac Capital Note 7 (B) such other reference rate as Westpac considers entitles the Holder to receive on the relevant Distribution appropriate having regard to available Payment Date interest on the Face Value of the Westpac comparable indices, Capital Note 7 (“Distribution”), calculated using the following formula: provided that Westpac reserves the discretion, subject to APRA’s prior written approval, to Distribution Rate x Face Value x N Distribution = incorporate an adjustment (which may be positive 365 or negative) or a formula or methodology for calculating such an adjustment in order to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit to Holders as a result of the use of an Alternative BBSW Rate; and

106 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 107 ”). Westpac Capital Notes 7 Terms Notes 7 Capital Westpac , or because of any other reason, other reason, , or because of any , APRA does not otherwise object. 3.3 (e) , if for any reason a Distribution has a Distribution reason any , if for and 3.8 Appendix B Appendix (d) , or because of any other reason, Westpac has has Westpac other reason, or because of any (c) 3.3 Distribution Payment Date Payment Distribution non-payment of a Distribution non-payment non-cumulative and only payable in only payable and non-cumulative cash Record Dates Record in the case of Restrictions Distributions are discretionary, discretionary, are Distributions Date Payment Distribution claim (including, without limitation, on a Winding on a Winding limitation, claim (including, without or Up); Up, a Winding apply for right to (i) (ii) all Westpac Capital Notes 7 have been Converted at at been Converted 7 have Capital Notes all Westpac to a failure following terminated (or Value their full Face or Redeemed; Convert) a Date, Payment on a subsequent Distribution is Period Distribution the subsequent for Distribution paid in full; or of the Holders has been passed a Special Resolution such action, approving been Converted at its full Face Value (or terminated terminated (or Value its full Face at been Converted in each or Redeemed, Convert) to a failure following and with these Terms; case in accordance than a Capital Trigger (other Date on the Conversion Event Trigger or Non-Viability Date Conversion Event Date or Transfer Date Redemption Date), Conversion Capital on which such Westpac be) (as the case may in each or Transferred, Redeemed 7 is Converted, Note with these Terms case in accordance Dividends; or any or pay determine Buy Back or Capital discretionary any undertake Reduction, Payments of Distributions are within the absolute the absolute within are Distributions of Payments If a non-cumulative. and are of Westpac discretion of of the provisions is not paid because Distribution clause and the Holder to such Distribution pay no liability to the Holder has no: of such non-payment. in respect be Holders must to of Distributions payments Any of cash. made in the form because of the of a Distribution Non-payment of clause provisions of default. an event does not constitute 22 September 22 June, on 22 March, in arrear quarterly on commencing of each year, and 22 December 7 has Capital Note Westpac until that 2021 22 March

(c) (d) (e) by of the actions contemplated and, in respect paragraphs (b) a “ (each 3.6 Payment on a Distribution only payable are Distributions as Holders on the Record those persons registered to Date Date. Payment Distribution that for Date 3.7 clause Subject to Payment Distribution not been paid in full on the relevant not: must Westpac Date, (a) (b) is paid in full the amount of the unpaid Distribution unless Date Payment Distribution of that Days within 20 Business or: 3.4 (a) (b) (c) 3.5 7 are Notes Capital of Westpac in respect Distributions payable: (a) ; 3.1 occurs when, in occurs D (1 – Franking Rate)] (1 – Franking × [Tax Rate Rate [Tax 1 – (expressed as a decimal) means the (expressed

has been discontinued or otherwise ceased to be to otherwise ceased or discontinued has been or or administered; calculated in the Australian accepted is no longer generally floating to appropriate rate as a reference market period and interest securities of a tenor debt rate 7. Capital Notes of Westpac that to comparable (expressed as a decimal) means the Australian as a decimal) means the Australian (expressed (expressed as a decimal) means the Australian as a decimal) means the Australian (expressed Distributions Distributions if not fully franked Distributions Conditions to payment of payment to Conditions Adjustment to calculation of calculation to Adjustment means 3.40% per annum; APRA not otherwise objecting to the payment of the payment APRA not otherwise objecting to insolvent for the purposes of the Corporations Act; and Act; the purposes of the Corporations for insolvent the Distribution. the payment of the Distribution not resulting in a not resulting of the Distribution the payment 1 a Level (on capital requirements of Westpac’s breach capital requirements Group’s or of the Westpac basis) Prudential then current under the 2 basis) a Level (on the time of the payment; at Standards in not resulting of the Distribution the payment become, to or being likely becoming, Westpac Westpac’s absolute discretion; absolute Westpac’s (a) of the definition of BBSW Rate: definition of BBSW (a) of the (A) (B) BBSW Rate Disruption Event Disruption Rate BBSW prime bank eligible for opinion, the rate Westpac’s 3 months in paragraph of a tenor having securities made because of this clause. (iv) as soon as reasonably notify ASX must Westpac will not be Distribution of any if payment practicable (iii) Payment Date is subject to: Date Payment (i) (ii) The payment of any Distribution on a Distribution on a Distribution Distribution of any payment The (ii) means the Distribution entitlement on that Distribution Distribution entitlement on that means the Distribution means, in respect of a Distribution Period, the number of Period, of a Distribution means, in respect (b) 3.3 (a) provisions that revise or replace that Part), applicable to applicable to Part), that or replace revise that provisions Distribution on that entitlement Distribution the relevant Date. Payment Franking Rate Franking credits carry franking would that of Distribution percentage or any Act 3-6 of the Tax (within the meaning of Part Tax Rate Tax of account the franking applicable to tax rate corporate and Date; Payment Distribution the relevant at Westpac where: D under clause as calculated Date Payment Distribution = Distribution under Part 3-6 of the Tax Act (or any provisions that revise revise that provisions any (or Act 3-6 of the Tax under Part act otherwise than because of any Part), that or replace the particular Holder, any affecting, or circumstances by, formula: the following using will be calculated Distribution 3.2 100% to will not be franked Distribution of any If payment N Period. Distribution in that days Margin Rate Tax of account the franking applicable to tax rate corporate and Date; Payment Distribution the relevant at Westpac for any Alternative BBSW Rate that APRA considers to have have to considers APRA that Rate BBSW Alternative any for to contrary Rate the Distribution increasing of the effect Standards. applicable Prudential Holders should note that APRA’s approval may not be given not be given may approval APRA’s that Holders should note Westpac Capital Notes 7 Terms

3.8 Restrictions not to apply in certain (ii) the VWAP during the period of 20 Business Days on which trading in Ordinary Shares took place circumstances immediately preceding (but not including) the The restrictions in clause 3.7 do not apply in connection Scheduled Conversion Date is greater than 50.51% with: of the Issue Date VWAP (the “Second Scheduled Conversion Condition”). (a) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more (b) If the First Scheduled Conversion Condition is not employees, officers, directors or consultants of Westpac satisfied, Westpac will announce to ASX not less than or any member of the Westpac Group; or 21 Business Days before the Scheduled Conversion Date that Conversion will not proceed on the Scheduled (b) Westpac or any of its controlled entities purchasing Conversion Date. shares in Westpac in connection with transactions for the account of customers of Westpac or any of its (c) If the Second Scheduled Conversion Condition is not controlled entities or in connection with the distribution satisfied, Westpac will notify Holders on or as soon as or trading of shares in Westpac in the ordinary course practicable after the Scheduled Conversion Date that of business (such distribution or trading of shares in Conversion did not occur. the ordinary course of business is subject to the prior written approval of APRA); or 5 Automatic Conversion (c) to the extent that at the time a Distribution has not been paid on the relevant Distribution Payment Date, 5.1 Capital Trigger Event Westpac is legally obliged to pay on or after that date a A Capital Trigger Event occurs when: Dividend or complete on or after that date a Buy Back or Capital Reduction. (a) Westpac determines; or 3.9 Notification (b) APRA notifies Westpac in writing that it believes, that either or both the Westpac Level 1 Common Equity (a) In relation to each Distribution Period, Westpac must Tier 1 Capital Ratio or Westpac Level 2 Common Equity notify the ASX of the Distribution Rate and the amount Tier 1 Capital Ratio is equal to or less than 5.125%. of Distribution payable on each Westpac Capital Note 7. (b) Westpac must give notice under this clause 3.9 as 5.2 Consequences of a Capital Trigger soon as practicable after it makes its calculations or determinations and, in any event, by no later than the Event fifth Business Day of the relevant Distribution Period. (a) Westpac must notify APRA immediately in writing if it (c) Westpac may amend the calculation or determination determines that a Capital Trigger Event has occurred. of any amount, date, or rate (or make appropriate (b) If a Capital Trigger Event occurs, Westpac must Convert alternative arrangements by way of adjustment) such number of Westpac Capital Notes 7 (or, if it so including as a result of the extension or reduction of a determines, such percentage of the Face Value of each Distribution Period without prior notice, but must notify Westpac Capital Note 7) as is sufficient (following any ASX promptly after doing so. conversion, write-off or write down of other Relevant Securities as referred to in paragraph 5.2(c)(i) below) 3.10 Calculations and determinations to return either or both the Westpac Level 1 Common final Equity Tier 1 Capital Ratio or Westpac Level 2 Common Equity Tier 1 Capital Ratio, as the case may be, to above The calculation or determination by Westpac of all rates 5.125%. and amounts payable by it in relation to Westpac Capital (c) In determining the number of Westpac Capital Notes 7, Notes 7 is, in the absence of manifest or proven error, final or percentage of the Face Value of each Westpac and binding on Westpac, the Registrar and each Holder. Capital Note 7, which must be Converted in accordance with this clause, Westpac will: 4 Scheduled Conversion (i) first, convert, write-off or write down such number or percentage of the face value of any other 4.1 Scheduled Conversion Relevant Securities whose terms require them to Subject to clauses 5, 6, 7 and 8, Westpac must Convert all be converted, written-off or written down, before (but not some) Westpac Capital Notes 7 on issue on the Conversion of Westpac Capital Notes 7; and date that is the earlier of: (ii) second, if conversion, write-off or write down of those Relevant Securities is not sufficient, Convert (in (a) 22 March 2029; and the case of Westpac Capital Notes 7) and convert, (b) the first Distribution Payment Date after 22 March 2029, write-off or write down (in the case of any other on which the Scheduled Conversion Conditions are Relevant Securities) on a pro-rata basis or in a satisfied (each a “Scheduled Conversion Date”). manner that is otherwise, in the opinion of Westpac, fair and reasonable, the Face Value of the Westpac 4.2 Scheduled Conversion Conditions Capital Notes 7 and the face value of any Relevant Securities whose terms require or permit them to (a) The Scheduled Conversion Conditions for each be converted, written-off or written down in that Scheduled Conversion Date are: manner (subject to such adjustments as Westpac (i) the VWAP on the 25th Business Day on which may determine to take into account the effect on trading in Ordinary Shares took place immediately marketable parcels and the need to round to whole preceding (but not including) the Scheduled numbers of Ordinary Shares and the face value Conversion Date is greater than 56.12% of the of any Westpac Capital Notes 7 or other Relevant Issue Date VWAP (“First Scheduled Conversion Securities remaining on issue and the need to effect Condition”); and the conversion, write-off or write-down immediately),

108 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B

; 109 5.4(c)(ii) 5.4(b) . 5.8 and the 9 and 5.7 Westpac Capital Notes 7 Terms Notes 7 Capital Westpac Non-Viability Trigger Event Event Trigger Non-Viability ”); , Convert at their full Face Value all of Value Face their full at , Convert Appendix B Appendix does not prevent, invalidate, delay or delay invalidate, does not prevent, 5.3(b) the details of the Conversion process, including process, the details of the Conversion in account into taken details which were any parcels on marketable the effect to relation and Shares, and whole numbers of Ordinary 7 Capital Notes Westpac the impact on any on issue. remaining immediately), Trigger on which the Non-Viability the date (“ occurred Event Date Conversion Capital number of the Westpac the relevant of the or the percentage 7 which were, Notes 7 Capital Note of each Westpac Value Face other and details of any Converted, which was, or written-off Securities converted, Relevant with clause in accordance down written and first, convert, write-off or write down such such down or write write-off convert, first, of any value of the face number or percentage require Securities whose terms other Relevant or written written-off be converted, them to Capital of Westpac Conversion before down 7; and Notes of down or write write-off if conversion, second, the (in sufficient, Convert those securities is not convert, 7) and Capital Notes case of Westpac other any (in the case of down or write write-off basis or in on a pro-rata Securities), Relevant in the opinion of is otherwise, a manner that of Value the Face and reasonable, fair Westpac, value 7 and the face Capital Notes the Westpac require Securities whose terms Relevant of any or written-off be converted, or permit them to such to (subject manner in that down written take to determine may as Westpac adjustments parcels on marketable the effect account into whole numbers of to round and the need to of any value and the face Shares Ordinary 7 or other Relevant Capital Notes Westpac and the need to on issue Securities remaining or write-down write-off the conversion, effect 5.4(c)(iii) (C) the relevant number of Westpac Capital Notes 7, 7, Capital Notes Westpac number of the relevant of each Westpac Value of the Face or percentage immediately be Converted must 7, Capital Note Event Trigger of the Non-Viability upon occurrence with clauses in accordance will be irrevocable; Conversion as soon as practicable notice give must Westpac and the ASX to has occurred Conversion that Holders; and specify: must the notice (A) (B) where a Non-Viability Trigger Event occurs under occurs Event Trigger a Non-Viability where clause or 7; Capital Notes the Westpac circumstances: in all other (A) (B) (i) (ii) (iii) (i) (ii) Failure to undertake any of the steps in clauses of the steps any undertake to Failure and otherwise impede Conversion. but such determination will not impede the immediate will not impede the immediate but such determination Capital number of Westpac of the relevant Conversion of each Value of the Face 7 or percentage Notes if or, be) 7 (as the case may Capital Note Westpac Holder’s relevant of the the termination applicable, with clause rights and claims in accordance occurs: Event Trigger If a Non-Viability

(d) (c) ; (c) 5.2 . 5.8 and the 9 and , or in quotation of the , or in quotation 5.7 5.2(d)(iii) Capital Trigger Event Conversion Conversion Event Capital Trigger and below) to the aggregate face value of value face the aggregate to below) ”); 5.2(d)(ii) numbers of Ordinary Shares, and the impact on Shares, numbers of Ordinary on issue. 7 remaining Notes Capital Westpac any which was, Converted and details of any other and details of any Converted which was, or written-off Securities converted, Relevant with clause in accordance down written and any including process, details of the Conversion in relation account into taken details which were and whole parcels on marketable the effect to the date on which the Capital Trigger Event Event on which the Capital Trigger the date (“ occurred Date Capital the Westpac number of the relevant of the the percentage or 7 which were, Notes 7 Capital Note of each Westpac Value Face Trigger Event Trigger Consequences of a Non-Viability a Non-Viability of Consequences Non-Viability Trigger Event Trigger Non-Viability (C) the notice must specify: must the notice (A) (B) Capital Note 7, must be Converted immediately immediately be Converted must 7, Capital Note Event of the Capital Trigger upon occurrence clauses with in accordance will be irrevocable; Conversion as soon as practicable notice give must Westpac and the ASX to has occurred Conversion that Holders; and the relevant number of Westpac Capital Notes 7, 7, Capital Notes number of Westpac the relevant of each Westpac Value of the Face or percentage Capital Note 7, which must be Converted in accordance in accordance be Converted which must 7, Capital Note will: Westpac with this clause, Westpac will no longer be non-viable. Westpac Capital Notes 7, number of Westpac the In determining of each Westpac Value of the Face or percentage (following any conversion, write-off or write down of down or write write-off conversion, any (following in paragraph to Securities as referred other Relevant 5.4(b)(ii)(A) APRA that satisfy to as is necessary capital instruments If a Non-Viability Trigger Event occurs, Westpac must must Westpac occurs, Event Trigger If a Non-Viability 7 Capital Notes such number of Westpac Convert of the Face such percentage if it so determines, (or, 7) as is equal Capital Note of each Westpac Value a public sector injection of capital, or equivalent injection of capital, or equivalent a public sector without it, Westpac because, support, is necessary non-viable. become would conversion, write-off or write down of other capital down or write write-off conversion, is necessary Group, of the Westpac instruments non-viable; become would without it, Westpac because, or Conversion of the Westpac Capital Notes 7, or 7, Capital Notes of the Westpac Conversion Conversion. Failure or delay in undertaking any of the steps in of the steps in undertaking any or delay Failure clauses does on Conversion, be issued to Shares Ordinary or otherwise impede delay invalidate, not prevent, (iii) (ii) (i) rights and claims in accordance with clause accordance rights and claims in occurs: Event If a Capital Trigger Conversion of the relevant number of Westpac Capital Westpac number of relevant of the Conversion of each Value Face of the 7 or percentage Notes if or, be) case may 7 (as the Note Capital Westpac Holder’s of the relevant the termination applicable, but such determination will not impede the immediate impede the immediate will not determination but such

(b) (a) 5.4 (b) A Non-Viability Trigger Event occurs when APRA notifies occurs Event Trigger A Non-Viability it believes: in writing that Westpac (a) 5.3 (e) (d) Westpac Capital Notes 7 Terms

5.5 Scheduled Conversion Conditions the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date, then: not applicable (a) such Westpac Capital Notes 7 or percentage of For the avoidance of doubt, the Scheduled Conversion the Face Value of Westpac Capital Notes 7 will not Conditions do not apply to Conversion as a result of a be Converted in respect of such Capital Trigger Capital Trigger Event or Non-Viability Trigger Event. Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be) and will not be 5.6 Priority of early Conversion Converted, Redeemed or Transferred under these Terms obligations on any subsequent date; and A Conversion required because of a Capital Trigger Event (b) the relevant Holders’ rights (including to payment or a Non-Viability Trigger Event takes place on the date, of Distributions and Face Value and any other and in the manner, required by clauses 5.2, 5.4, 5.7 and payments) in relation to such Westpac Capital Notes 7 5.8, notwithstanding any other provision for Conversion, or percentage of the Face Value of Westpac Capital Redemption or Transfer in these Terms. Notes 7 are immediately and irrevocably terminated and such termination will be taken to have occurred 5.7 Automatic Conversion upon the immediately upon the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date, as occurrence of a Capital Trigger the case may be. Event or Non-Viability Trigger Event If a Capital Trigger Event or Non-Viability Trigger Event 5.9 Automatic Conversion upon the has occurred and all or some Westpac Capital Notes 7 (or occurrence of an Acquisition Event percentage of the Face Value of each Westpac Capital (a) If an Acquisition Event occurs, then: Note 7) are required to be Converted in accordance with clauses 5.2 or 5.4, then: (i) Westpac must Convert all (but not some) Westpac Capital Notes 7; (a) Conversion of the relevant Westpac Capital Notes 7 or (ii) Westpac must give notice as soon as practicable percentage of the Face Value of each Westpac Capital and in any event within 10 Business Days after Note 7 will be taken to have occurred in accordance becoming aware of that event occurring to ASX and with clause 9 immediately upon the Capital Trigger the Holders; Event Conversion Date or Non-Viability Trigger Event Conversion Date; (iii) the notice must specify a date on which it is proposed Conversion will occur (proposed (b) subject to clause 9.10, the entry of the corresponding “Acquisition Event Conversion Date”) being: Westpac Capital Notes 7 in each relevant Holder’s holding in the Westpac Capital Notes 7 Register will (A) in the case of an Acquisition Event that is a constitute an entitlement of that Holder to the relevant takeover bid, no later than the Business Day number of Ordinary Shares (and, if applicable, also to prior to the then announced closing date of the any remaining balance of Westpac Capital Notes 7 or relevant takeover bid; or Westpac Capital Notes 7 with a Face Value equal to (B) in the case of an Acquisition Event that is a court the aggregate of the remaining percentage of the Face approved scheme, a date no later than the record Value of each Westpac Capital Note 7), and Westpac date for participation in the relevant scheme of will recognise the Holder as having been issued the arrangement; relevant Ordinary Shares for all purposes, in each case without the need for any further act or step by (iv) the notice must specify the details of the Conversion Westpac, the Holder or any other person (and Westpac process including any details to take into account will, as soon as possible thereafter and without delay on the effect on marketable parcels and whole numbers the part of Westpac, take any appropriate procedural of Ordinary Shares; and steps to record such Conversion, including updating (v) on the proposed Acquisition Event Conversion the Westpac Capital Notes 7 Register and the Ordinary Date, all Westpac Capital Notes 7 will Convert in Share register); and accordance with clause 9. (c) subject to clause 9.10, upon Conversion a Holder has (b) The Second Scheduled Conversion Condition applies to no further right or claim under these Terms in respect a Conversion following an Acquisition Event as though of the Westpac Capital Notes 7 Converted, except in the proposed Acquisition Event Conversion Date were a relation to the relevant number of Ordinary Shares Scheduled Conversion Date for the purposes of clause 4 and the Holder’s entitlement, if any, to Westpac (except that in the case of an Acquisition Event, the Capital Notes 7 which have not been required to be Second Scheduled Conversion Condition will apply as Converted or Westpac Capital Notes 7 representing the if it referred to 20.20% of the Issue Date VWAP). If the unconverted outstanding Face Value. Second Scheduled Conversion Condition is not satisfied, 5.8 No further rights if Conversion does the Westpac Capital Notes 7 will not Convert. (c) If the Second Scheduled Conversion Condition is not not occur for any reason satisfied on the proposed Acquisition Event Conversion If, for any reason, Conversion of any Westpac Capital Date, Westpac will notify Holders as soon as practicable Notes 7 (or a percentage of the Face Value of any after the proposed Acquisition Event Conversion Date Westpac Capital Notes 7) required to be Converted under that Conversion did not occur. clauses 5.2 or 5.4 fails to take effect under clauses 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 Business Day after

110 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 111 ) , Westpac , Westpac 3.5(a) 7 ”); (except that in the that (except 4 Westpac Capital Notes 7 Terms Notes 7 Capital Westpac Deferred Conversion Date Conversion Deferred Appendix B Appendix (the “ 4 and the Second Scheduled Conversion Condition Condition Scheduled Conversion and the Second Holders Westpac Optional Conversion Date Conversion Optional Final Distribution the option of the at No Conversion the option of at Redemption Restriction on Conversion on the on Conversion Restriction Conversion Deferred Optional Redemption 6.3 all or some Westpac Capital Notes 7 on Capital Notes all or some Westpac or 22 March 2027; 7 Capital Notes of the Westpac all (but not some) of a the occurrence following Date on a Redemption Event, or Regulatory Event Tax the Westpac Capital Notes 7 will not Convert; and 7 will not Convert; Capital Notes the Westpac will notify Holders as soon as practicable Westpac that Date Conversion Optional the proposed after did not occur. Conversion (i) (ii) (i) (ii) Subject to the other provisions of this clause provisions the other Subject to its option Redeem: at may Value. their Face in each case for satisfied (except that in the case of a Tax Event or Event of a Tax in the case that (except satisfied Scheduled Conversion the Second Event, Regulatory of the 20.20% to will apply as if it referred Condition Date Payment Distribution as if that VWAP) Date Issue the purposes of for Date a Scheduled Conversion were clause 7 Capital Notes the Westpac convert must Westpac the Westpac unless Date Conversion on the Deferred earlier in accordance Converted 7 are Capital Notes and with these Terms; rights attaching all Date, Conversion until the Deferred as if the 7 will continue Notes Capital the Westpac to given. had not been Notice Optional Conversion The Second Scheduled Conversion Condition applies Condition Scheduled Conversion Second The the proposed as though Conversion an Optional to a Scheduled Conversion were Date Optional Conversion purposes of clause the for Date Event Tax a following Conversion case of an Optional Scheduled Conversion the Second Event, or Regulatory of the 20.20% to will apply as if it referred Condition VWAP). Date Issue is not Condition Conversion Scheduled If the Second Date: Optional Conversion on the proposed satisfied until the will be deferred Date the Optional Conversion (under clause Date Payment Distribution first are Conditions on which the Scheduled Conversion

(a) (b) (c) 6.6 may of doubt, Optional Conversion the avoidance For does not discretion, in its absolute if Westpac, even occur Period. the final Distribution for a Distribution pay 6.7 of their Conversion request a right to Holders do not have time. any 7 at Capital Notes Westpac 7 7.1 6.4 (a) (b) 6.5 under Notice an Optional Conversion has given If Westpac clause is not Date) (as if it applied on the Optional Conversion of other provision any then, notwithstanding satisfied, these Terms: (a) . : 9 13.4 , , greater , greater , Westpac , Westpac 6 ). Instead, ). Instead, 6.1(a)(i) 6.1(a)(ii) , those Westpac , those Westpac 13.4(a) ”). (i), will be 6.1(a)(i) 6.1(a) if on the second Business Day Day Business if on the second , Westpac may only Convert only Convert may , Westpac (i) if Westpac has given an Optional has given (i) if Westpac 6.1(a) 6.2 6.1(a) in the case of clause and 22 March 2027; Event, or Regulatory Event in the case of a Tax unless Date, Payment Distribution is the Next having an earlier date determines Westpac of Holders as a whole interests the best to regard event; and the relevant Approved Successor Approved Optional Conversion Notice Optional Conversion Restriction on election to Convert on election to Restriction Conversion at the option of Westpac at Conversion Issue of ordinary shares of shares of ordinary Issue Optional Conversion whether any Distribution will be paid in respect of will be paid in respect Distribution whether any on the be Converted 7 to Capital Notes the Westpac and Date; Optional Conversion including any process the details of the Conversion on marketable the effect account into take details to whole numbers of to round and the need to parcels Shares. Ordinary Conversion will occur, which: will occur, Conversion (A) (B) the date on which it is proposed the Optional on which it is proposed the date in a manner that is, in the opinion of Westpac, fair fair is, in the opinion of Westpac, in a manner that and and reasonable; or directive law, applicable with any in compliance of ASX. requirement all (but not some) of the Westpac Capital Notes Capital Notes of the Westpac all (but not some) the following Date 7 on an Optional Conversion Event. or Regulatory Event of a Tax occurrence all or some Westpac Capital Notes 7 on 7 on Capital Notes all or some Westpac or 22 March 2027; Optional Conversion Restriction Optional Conversion (iii) (ii) (i) Conversion Notice of its election to do so at least least do so at of its election to Notice Conversion Optional the proposed before Days 25 Business and the Holders. ASX to Date Conversion specify: must Notice Optional Conversion The Subject to clause Subject to under clause in respect of a Conversion under clause under of a Conversion in respect VWAP, Date than 22.20% of the Issue greater in respect of a Conversion under clause of a Conversion in respect and VWAP; Date of the Issue than 56.12% (ii) Capital Notes 7 to be Converted will be specified in the be Converted 7 to Capital Notes and selected: Notice Optional Conversion (i) If only some (but not all) Westpac Capital Notes 7 are 7 are Capital Notes If only some (but not all) Westpac under clause be Converted to (i) (ii) Subject to the other provisions of this clause provisions the other Subject to with clause in accordance its option Convert at may (b) 6.3 (a) (b) (the “ VWAP on that date is: date on that VWAP (a) before the date on which an Optional Conversion Notice is Notice on which an Optional Conversion the date before did Shares in Ordinary if trading (or, Westpac be sent by to that prior to Day Business the last date, on that not occur the occurred) Shares in Ordinary on which trading date 6.2 Capital the Westpac Convert only elect to may Westpac 7 under clause Notes (b) 6.1 (a) these Terms may be amended in accordance with clause with be amended in accordance may these Terms 6 holding company is an Approved Successor, Conversion of Conversion Successor, is an Approved holding company as a consequence not occur 7 may Capital Notes the Westpac in clause (as defined of the Replacement Where there is a replacement of Westpac as the ultimate as of Westpac replacement is a there Where and the successor Group Westpac of the holding company 5.10 Westpac Capital Notes 7 Terms

(b) If only some (but not all) Westpac Capital Notes 7 are to be Redeemed under clause 7.1(a)(i), those Westpac 8 Optional Transfer Capital Notes 7 to be Redeemed will be specified in the 8.1 Transfer at the option of Westpac Redemption Notice and selected: (i) in a manner that is, in the opinion of Westpac, fair (a) Westpac may elect that Transfer occur in relation to: and reasonable; and (i) all or some Westpac Capital Notes 7 on (ii) in compliance with any applicable law, directive or 22 March 2027; or requirement of ASX. (ii) all (but not some) of the Westpac Capital Notes 7 on a Transfer Date following the occurrence of a Tax 7.2 Optional Redemption Notice Event or Regulatory Event. (a) Westpac may only Redeem under clause 7.1(a) if (b) If only some (but not all) Westpac Capital Notes 7 are Westpac has given a Redemption Notice of its election to be Transferred under clause 8.1(a)(i), the number to do so at least 21 Business Days before the proposed of Westpac Capital Notes 7 to be Transferred will be Redemption Date to ASX and the Holders. specified in the Transfer Notice and selected: (b) The Redemption Notice must specify: (i) in a manner that is, in the opinion of Westpac, fair (i) the date on which it is proposed the Redemption and reasonable; and will occur, which must be: (ii) in compliance with any applicable law, directive or (A) in the case of clause 7.1(a)(i), 22 March 2027; requirement of ASX. (B) in the case of a Tax Event or Regulatory Event, 8.2 Optional Transfer Notice the Next Distribution Payment Date, unless Westpac determines an earlier date having (a) Westpac may only elect to Transfer Westpac Capital regard to the best interests of Holders as a whole Notes 7 under clause 8.1(a) if Westpac has given a and the relevant event; and Transfer Notice at least 21 Business Days before the (ii) whether any Distribution will be paid in respect of proposed Transfer Date to ASX and the Holders. the Westpac Capital Notes 7 to be Redeemed on the (b) The Transfer Notice must specify: Redemption Date. (i) the date on which it is proposed the Transfer will occur, which must be: 7.3 APRA approval to Redeem (A) in the case of clause 8.1(a)(i), 22 March 2027; Westpac may only Redeem under this clause 7 if: (B) in the case of a Tax Event or Regulatory Event, (a) either: the Next Distribution Payment Date, unless Westpac determines an earlier date having (i) before or concurrently with Redemption, Westpac regard to the best interests of Holders as a whole replaces Westpac Capital Notes 7 with a capital and the relevant event; and instrument which is of the same or better quality (for the purposes of the Prudential Standards) than (ii) whether any Distribution will be paid in respect of Westpac Capital Notes 7 and the replacement of the Westpac Capital Notes 7 to be Transferred on Westpac Capital Notes 7 is done under conditions the Transfer Date. that are sustainable for the income capacity of Westpac (for the purposes of the Prudential 8.3 Final Distribution Standards); or For the avoidance of doubt, a Transfer may occur even (ii) Westpac obtains confirmation from APRA that APRA if Westpac, in its absolute discretion, does not pay a is satisfied, having regard to the capital position of Distribution for the final Distribution Period. Westpac and the Westpac Group, that Westpac does not have to replace Westpac Capital Notes 7; and 8.4 No Transfer at the option of the (b) APRA has given its prior written approval to the Holders Redemption. Approval is at the discretion of APRA and may or may not be given. Holders do not have a right to request Transfer of their Westpac Capital Notes 7 at any time. 7.4 Final Distribution 8.5 Effect of Transfer Notice For the avoidance of doubt, Redemption may occur even if Westpac, in its absolute discretion, does not pay a (a) Any Transfer Notice given under this clause 8 is Distribution for the final Distribution Period. irrevocable and Westpac must (subject to clause 11.1) Transfer Westpac Capital Notes 7 on the Transfer Date 7.5 No Redemption at the option of the specified in that Transfer Notice. Holders (b) If Westpac issues a Transfer Notice under this clause 8: (i) each Holder is taken irrevocably to offer to sell the Holders do not have a right to request Redemption of their relevant number of their Westpac Capital Notes 7 to Westpac Capital Notes 7 at any time. the Nominated Party on the Transfer Date for a cash 7.6 Effect of Redemption Notice amount per Westpac Capital Note 7 equal to the Face Value (and to have appointed Westpac as its Subject to any early Conversion required because of a agent and attorney to execute documents and do all Capital Trigger Event or a Non-Viability Trigger Event and things necessary which Westpac considers may be any termination of rights under clause 5.8, any Redemption necessary or desirable in connection with that offer Notice given under this clause 7 is irrevocable and Westpac and any resulting sale); must (subject to clause 11.1) Redeem Westpac Capital Notes 7 (ii) subject to payment by the Nominated Party of the on the Redemption Date specified in that Redemption Notice. Face Value to Holders, all right, title and interest in

112 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 113 : 9.1 9.2(a) ”) equal to: Westpac Capital Notes 7 Terms Notes 7 Capital Westpac ”) into a lesser or greater or greater a lesser ”) into Cum Value Appendix B Appendix will be effective and binding on Holders will be effective Reclassification 9.2 which is traded on ASX on any of those Business of those Business on any on ASX which is traded reconstruction Adjustments to VWAP for capital for VWAP to Adjustments Adjustments to VWAP generally VWAP to Adjustments (i) of all such price average weighted the volume Days, Period during the VWAP entitlements sold on ASX on which those entitlements Days on the Business of the kind that trades (excluding traded were under the VWAP in determining excluded be would or term); definition of that which is not other entitlement in the case of any the value Period, during the VWAP ASX on traded by determined of the entitlement as reasonably Westpac; in the case of a dividend or other distribution, in the case of a dividend or other distribution, dividend or other distribution the amount of that is franked, including, if the dividend or distribution in the assessable be included would the amount that of the dividend or distribution of a recipient income under in Australia person resident who is a natural Act; the Tax is not a that other entitlement in the case of any under clause dividend or other distribution (iii) (i) (ii) Where during the relevant VWAP Period there is a there Period VWAP during the relevant Where on issue Shares the number of Ordinary change to reconstructed, are Shares because the Ordinary (in a manner not divided or reclassified consolidated, other the giving of any (or cash payment any involving holders of Ordinary or by to of consideration) form (“ Shares) in the VWAP each day for the daily VWAP number, in on which trading the date before which falls Period Reclassification on a post is conducted Shares Ordinary where, on some or all of the Business Days in the Days on some or all of the Business where, as been quoted have Shares Ordinary Period, VWAP or entitlement, other distribution any dividend or ex ex into 7 will be Converted Capital Notes and Westpac receive be entitled to which would Shares Ordinary or entitlement, the dividend, distribution the relevant Ordinary on which those Days on the Business VWAP other any dividend or ex ex been quoted have Shares the Cum by or entitlement will be increased distribution and Value; with in accordance Westpac made by adjustment any clause will be construed and these Terms under these Terms accordingly. If the total number of Ordinary Shares to be allotted be allotted to Shares number of Ordinary If the total holding of a Holder’s aggregate in respect and issued of an a fraction 7 includes Notes Capital of Westpac will Share of an Ordinary fraction that Share, Ordinary be disregarded. in the Days on some or all of the Business where, been have Shares Ordinary Period, VWAP relevant other dividend or cum any as cum on ASX quoted Capital Notes Westpac or entitlement and distribution that after Shares Ordinary into 7 will be Converted will no longer carry Shares and those Ordinary date or entitlement, other distribution or that dividend that on which those Days on the Business then the VWAP cum dividend been quoted have Shares Ordinary or entitlement will be other distribution or cum any an amount (“ by reduced

(a) (b) (c) 9.3 (c) 9.2 under clause VWAP of calculating the purposes For (a) , the 9.10 and 5.6 Face Value Value Face 0.99 x VWAP 0.99 Face Value Face Date VWAP Date means a number = . Each Holder is taken to have have to . Each Holder is taken Relevant Percentage x Issue x Issue Percentage Relevant means: 9.1(a) =

is to be applied as provided for in this clause for be applied as provided is to will apply to payments by the Nominated the Nominated by payments will apply to 11 9.1 (expressed in dollars and cents) means the in dollars and cents) (expressed to Conversion to General provisions applicable provisions General if Conversion is occurring on a Scheduled is occurring if Conversion on Date or the Optional Conversion Date Conversion 50%; and 2027, 22 March 20%. other time, any at is occurring if Conversion if the Nominated Party does not pay the Face Value Value the Face does not pay Party if the Nominated the Date, Transfer Holders on the relevant the to 7 will not Capital Notes number of Westpac relevant Party. the Nominated to be Transferred the relevant number of Westpac Capital Notes 7 will 7 will Notes Capital of Westpac number the relevant the Nominated the Holders to from be Transferred and Date; on the Transfer Party each Westpac each Westpac Capital Note 7 Maximum Conversion Number for other way. issued under clause issued under this amount payable any that directed irrevocably clause in any payment right to any and Holders do not have irrevocably terminated for an amount equal to the Face the Face an amount equal to for terminated irrevocably of each Value apply the Face will and Westpac Value the for of payment way 7 by Capital Note Westpac and be allotted to Shares the Ordinary subscription for Conversion is required that is not a Capital Trigger is not a Capital Trigger that is required Conversion Event Trigger or a Non-Viability Date Conversion Event Capital each Westpac to in relation Date) Conversion and will be immediately is being Converted 7 that Note (ii) other Distributions Each Holder’s rights (including to when on a date payable if any, than the Distribution, (i) Relevant Percentage Relevant VWAP during the VWAP Period. during the VWAP VWAP Number Maximum Conversion formula: the following to according calculated where: VWAP Maximum Conversion Number: Maximum Conversion each Number for Conversion 7 Capital Note Westpac Ordinary Shares for each Westpac Capital Note 7 held Capital Note Westpac each for Shares Ordinary Number is calculated Conversion The the Holder. by and subject always formula, following the to according than the Number being no greater the Conversion to Westpac will allot and issue the Conversion Number of the Conversion issue will allot and Westpac affected by the failure. the by affected by or on behalf of the Nominated Party, the relevant the relevant Party, or on behalf of the Nominated by Holder will not be 7 of that Capital Notes Westpac of is made but the Transfer until payment Transferred will not be 7 Capital Notes Westpac all other relevant Party as if the Nominated Party were Westpac. If any If any Westpac. were Party as if the Nominated Party Holder is not made or treated a particular to payment error because of any Date as made on the Transfer Clause (iii)

(b) On the Conversion Date, subject to clauses subject to Date, On the Conversion will apply: following (a) Conversion 9.1 9 (c) Westpac Capital Notes 7 Terms

basis will be adjusted by multiplying such daily VWAP (b) Clause 9.5(a) does not apply to Ordinary Shares issued by the following formula: as part of a bonus share plan, employee or executive share plan, executive option plan, share top up plan, A share purchase plan or a dividend reinvestment plan. B (c) For the purposes of this clause, an issue will be regarded as a bonus issue notwithstanding that where: Westpac does not make offers to some or all holders A means the aggregate number of Ordinary Shares of Ordinary Shares with registered addresses outside immediately before the Reclassification; and Australia, provided that in so doing Westpac is not in contravention of the ASX Listing Rules. B means the aggregate number of Ordinary Shares immediately after the Reclassification. (d) No adjustments to the Issue Date VWAP will be made under this clause 9.5 for any offer of Ordinary Shares (b) Any adjustment made by Westpac in accordance with not covered by clause 9.5(a), including a rights issue or clause 9.3(a) will be effective and binding on Holders other essentially pro rata issue. under these Terms and these Terms will be construed (e) The fact that no adjustment is made for an issue of accordingly. Ordinary Shares except as covered by clause 9.5(a) shall (c) Each Holder acknowledges that Westpac may not in any way restrict Westpac from issuing Ordinary consolidate, divide or reclassify Ordinary Shares so that Shares at any time on such terms as it sees fit nor there is a lesser or greater number of Ordinary Shares require any consent or concurrence of any Holders. at any time in its absolute discretion without any such action requiring any consent or concurrence of any 9.6 Adjustments to Issue Date VWAP for Holders. capital reconstruction 9.4 Adjustments to Issue Date VWAP (a) If at any time on or from the Issue Date there is a generally change to the number of Ordinary Shares on issue because of a Reclassification (in a manner not involving For the purposes of determining the Issue Date VWAP any cash payment (or the giving of any other form of under clause 9.1, adjustments will be made in accordance consideration) to or by holders of Ordinary Shares) with clause 9.2 and clause 9.3 during the period in which into a lesser or greater number, the Issue Date VWAP the Issue Date VWAP is determined. On and from the Issue will be adjusted by multiplying the Issue Date VWAP Date, adjustments to the Issue Date VWAP: applicable on the Business Day immediately before (a) may be made by Westpac in accordance with the date of any such Reclassification by the following clauses 9.5 to 9.7 (inclusive); formula: (b) if so made, will correspondingly affect the application of A the Scheduled Conversion Conditions and the Optional B Conversion Restriction and cause an adjustment to the Maximum Conversion Number; and where: (c) if so made, will be effective and binding on Holders A means the aggregate number of Ordinary Shares on under these Terms and these Terms will be construed issue immediately before the Reclassification; and accordingly. B means the aggregate number of Ordinary Shares on 9.5 Adjustments to Issue Date VWAP for issue immediately after the Reclassification. bonus issues (b) Each Holder acknowledges that Westpac may (a) Subject to clauses 9.5(b) and 9.5(c), if at any time on or consolidate, divide or reclassify securities so that from the Issue Date Westpac makes a pro-rata bonus there is a lesser or greater number of Ordinary Shares issue of Ordinary Shares to holders of Ordinary Shares at any time in its absolute discretion without any such generally (in a manner not involving any cash payment action requiring any consent or concurrence of any (or the giving of any other form of consideration) to or Holders. by holders of Ordinary Shares), the Issue Date VWAP will be adjusted immediately in accordance with the 9.7 No adjustment to Issue Date VWAP following formula: in certain circumstances

Vo x RD Despite the provisions of clauses 9.5 and 9.6, no V = adjustment will be made to the Issue Date VWAP where (RD + RN) any such adjustment (rounded to the nearest full cent, with where: $0.005 being rounded upwards) would be less than one percent of the Issue Date VWAP then in effect. V means the Issue Date VWAP applying immediately after the application of this formula; 9.8 Announcement of adjustments to Vo means the Issue Date VWAP applying immediately Issue Date VWAP prior to the application of this formula; Westpac will notify any adjustment to the Issue Date RD means the number of Ordinary Shares on issue VWAP under this clause 9 to ASX and the Holders within 10 immediately prior to the allotment of new Ordinary Business Days of Westpac determining the adjustment and Shares pursuant to the bonus issue; and the adjustment will be final and binding. RN means the number of Ordinary Shares issued pursuant to the bonus issue.

114 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 115 applies, ) in 5.8 5.8 will apply, will apply, will apply to will apply to 2 9 consents to to consents that it does that 6 9.10 or 5 (as applicable) and (as applicable) , , Ordinary Shares issued issued Shares , Ordinary 4 5.4 9.9 Westpac Capital Notes 7 Terms Notes 7 Capital Westpac or 5.2 , each Holder irrevocably: 5.8 Appendix B Appendix ). and other acknowledgements commences Value Final Distribution Up Winding after No Conversion of Face of a percentage Conversion Shares Ordinary receive to Consent 5.7 notwithstanding clause notwithstanding in the Westpac Capital Notes 7; Capital Notes in the Westpac of any in respect vote rights to any it will not have and Conversion; the time of at not be quoted may on Conversion all; or at Conversion any change in the financial position of Westpac change in the financial position of Westpac any 7; Capital Notes of the Westpac the issue since for market or potential the market disruption to any or generally; or capital markets Shares Ordinary in obligation of any Westpac by breach any 7; Capital Notes with the Westpac connection other conditions any is not subject to Conversion in these Terms; for provided than those expressly occur must Conversion conditions, any subject to may and that Date on the Conversion immediately or dealings in trading in disruption or failures result (iii) (iv) (i) (ii) (iii) (i) (ii) acknowledges and agrees that where clause where that and agrees acknowledges the operation will affect or events no other conditions in vote rights to any clause and it will not have of that clause; under that termination of any respect upon receipt of the Conversion Number of Ordinary Number of Ordinary of the Conversion upon receipt Capital Notes Westpac of Conversion following Shares with clauses 7 in accordance be to agrees and a member of Westpac becoming in each case in of Westpac, the constitution bound by on Conversion; issued Shares of Ordinary respect it has given unless that, and agrees acknowledges with clause in accordance notice of as a result Shares Ordinary receive not wish to of Shares Ordinary accept it is obliged to Conversion, that anything notwithstanding on Conversion Westpac Capital of Westpac a Conversion might otherwise affect 7 including: Notes that: and agrees acknowledges

(d) Subject to clause Subject to (a) (b) (c) 9.11 even occur may of doubt, Conversion avoidance the For a does not pay discretion, its absolute in if Westpac, Period. the final Distribution for Distribution 9.12 Up commences, a Winding Date the Conversion If before and clause will not occur then Conversion Trigger a Capital for is required Conversion where except case (in which Event Trigger or Non-Viability Event clause to (subject shall occur such Conversion clauses with accordance clause 9.13 a Convert to it is necessary If under these Terms this clause Value, of the Face percentage were Value the Face to as if references the Conversion to Value of the Face percentage the relevant to references and references Value the Face by multiplied be Converted the to references 7 were Note(s) Capital the Westpac to Capital of the Westpac Value of the Face percentage be Converted. 7 to Note(s) 9.14 is occurring because is occurring 9.10 or does not occur for any any for or does not occur 5.4 or 5.2 not wish to receive Ordinary Shares Shares Ordinary receive not wish to Holder or is an Ineligible Conversion where the Holder does the Holder does where Conversion Status and listing of Ordinary Shares of Ordinary and listing Status payments) in relation to such Westpac Capital such Westpac to in relation payments) of Westpac Value of the Face 7 or percentage Notes and irrevocably immediately 7 are Capital Notes to will be taken and such termination terminated upon the Capital Trigger immediately occurred have Trigger or Non-Viability Date Conversion Event be. as the case may Date, Conversion Event Face Value of Westpac Capital Notes 7 will not be Capital Notes of Westpac Value Face Event of such Capital Trigger in respect Converted Event Trigger or Non-Viability Date Conversion and will not be) (as the case may Date Conversion under these or Transferred Redeemed be Converted, and subsequent date; on any Terms payment Holders’ rights (including to the relevant other and any Value and Face of Distributions such Westpac Capital Notes 7 or percentage of the 7 or percentage Capital Notes such Westpac the Holder has notified Westpac that it does not it does not that the Holder has notified Westpac of as a result Shares Ordinary receive wish to any at be given may which notice Conversion, than 15 and no less Date the Issue time on or after or Date; the Conversion prior to Days Business the Holder is an Ineligible Holder, (ii) (i) to the Sale Agent for any reason in respect of such of in respect reason any for the Sale Agent to after Day on the fifth Business 5.00pm by Conversion or Non- Date Conversion Event the Capital Trigger then: Date, Conversion Event Trigger Viability of the occurrence of a Capital Trigger Event or Non- Event of a Capital Trigger of the occurrence take to fails and the Conversion Event Trigger Viability under clauses effect not issued are Shares and the Ordinary other reason notified it after the Issue Date and prior to the and prior to Date the Issue notified it after Date. Conversion under this clause If Conversion and other taxes and charges, to the relevant Holder. the relevant to and charges, and other taxes a Holder as not being treat to will be entitled Westpac the Holder has otherwise an Ineligible Holder unless on trust for sale for the benefit of the relevant Holder. At At Holder. of the relevant the benefit sale for for on trust the Sale Shares, sell the Ordinary to opportunity the first and pay value market sale at their for arrange will Agent duty stamp brokerage, selling costs, less the proceeds, is not a Capital Trigger Event Conversion Date or a Non- Date Conversion Event is not a Capital Trigger and Westpac Date) Conversion Event Trigger Viability to Shares Number of Ordinary Conversion the will issue hold to no additional consideration for the Sale Agent in relation to each such Westpac Capital Note 7 being Capital Note each such Westpac to in relation terminated and irrevocably immediately are Converted if other than the Distribution, Distributions (including to that is required when Conversion on a date payable any, (ii) all of the Holder’s rights Date, then, on the Conversion (i) If Westpac Capital Notes 7 of a Holder are required to to required are 7 of a Holder Capital Notes If Westpac and: be Converted Westpac will use all reasonable endeavours to list the the list to endeavours will use all reasonable Westpac of Westpac on Conversion issued Shares Ordinary on ASX. 7 Capital Notes attaching to the Ordinary Shares issued or arising from or arising from issued Shares the Ordinary to attaching (Sydney until 5.00pm effect do not take Conversion such other time (or Date Conversion on the time) APRA). by required Ordinary Shares issued or arising from Conversion will Conversion or arising from issued Shares Ordinary all the same rights as, and will have equally with, rank rights the that provided Shares paid Ordinary other fully (b) (a) 9.10 (b) (a) 9.9 Westpac Capital Notes 7 Terms

(e) acknowledges and agrees that it has no right to request 10.5 Transfers that Westpac Convert Westpac Capital Notes 7; and (a) A Holder may transfer Westpac Capital Notes 7: (f) acknowledges and agrees that it has no remedies on account of the failure of Westpac to issue Ordinary (i) while Westpac Capital Notes 7 are registered with Shares in accordance with clauses 5.2 or 5.4 other than, CHESS, in accordance with the rules and regulations subject to clause 5.8, to seek specific performance of of CHESS; or Westpac’s obligation to issue Ordinary Shares. (ii) at any other time: (A) by a proper transfer under any other applicable 10 Title and transfer of Westpac computerised or electronic system recognised by Capital Notes 7 the Corporations Act; or (B) by any proper or sufficient instrument of transfer 10.1 CHESS of marketable securities under applicable law, provided such instrument is delivered to While a Westpac Capital Note 7 remains in CHESS: the Registrar with any evidence the Registrar (a) the rights of a person holding an interest in the reasonably requires to prove title to or the right Westpac Capital Note 7; and to transfer Westpac Capital Notes 7. (b) all dealings (including transfers and payments) in (b) Title to Westpac Capital Notes 7 passes when details of relation to the Westpac Capital Note 7, the transfer are entered in the Westpac Capital Notes 7 Register. will be governed by and subject to the rules and regulations of CHESS (but without affecting any of these (c) Westpac Capital Notes 7 may be transferred in whole Terms which affect the eligibility of the Westpac Capital but not in part. Notes 7 as Additional Tier 1 Capital). To the extent of any (d) Westpac must comply with all Applicable Regulations inconsistency: and any other relevant obligations imposed on it in relation to the transfer of Westpac Capital Notes 7. (c) between these Terms (other than any of these Terms which affect the eligibility of the Westpac Capital (e) Westpac must not charge any fee on the transfer of Notes 7 as Additional Tier 1 Capital) and the rules and Westpac Capital Notes 7. regulations of CHESS, the rules and regulations of (f) The Holder is responsible for any stamp duty or other CHESS prevail; and similar taxes which are payable in any jurisdiction in (d) between any of these Terms which affect the eligibility connection with a transfer, assignment or other dealing of the Westpac Capital Notes 7 as Additional Tier 1 with Westpac Capital Notes 7. Capital and the rules and regulations of CHESS, these (g) Upon registration and entry of the transferee in the Terms prevail. Westpac Capital Notes 7 Register, the transferor ceases to be entitled to future benefits under these Terms in 10.2 Effect of entries in Westpac respect of the transferred Westpac Capital Notes 7. Capital Notes 7 Register (h) Subject to Applicable Regulations, Westpac may Each entry in the Westpac Capital Notes 7 Register of a determine that transfers of some or all Westpac person as a Holder constitutes: Capital Notes 7 will not be registered during any period reasonably specified by it prior to the Conversion Date, (a) conclusive evidence of that person’s: Redemption Date or Transfer Date of such Westpac (i) absolute ownership of those Westpac Capital Notes Capital Notes 7. 7; and (ii) entitlement to the other benefits given to Holders 10.6 Refusal to register under these Terms in respect of Westpac Capital (a) Westpac may only refuse to register a transfer of Notes 7; and Westpac Capital Notes 7 if permitted by, or if such registration would contravene or is forbidden by, (b) an undertaking by Westpac to pay a Distribution and Applicable Regulations or these Terms. any other amount in accordance with these Terms, (b) If Westpac refuses to register a transfer, Westpac must subject to correction of the Westpac Capital Notes 7 give the lodging party notice of the refusal and the Register for fraud or error. reasons for it within five Business Days after the date on which the transfer was delivered to the Registrar. 10.3 Non-recognition of interests Except as required by law, Westpac and the Registrar must 10.7 Transmission treat the person whose name is entered in the Westpac A person becoming entitled to Westpac Capital Notes 7 Capital Notes 7 Register as a Holder as the absolute owner as a consequence of the death, bankruptcy, liquidation or of that Westpac Capital Notes 7. This clause applies despite a winding-up of a Holder or of a vesting order by a court any notice of ownership, trust or interest in that Westpac or other body with power to make the order, or a person Capital Notes 7. administering the estate of a Holder, may, upon providing evidence as to that entitlement or status, and if Westpac 10.4 Joint Holders so requires an indemnity in relation to the correctness of Where two or more persons are entered in the Westpac such evidence, as Westpac considers sufficient, become Capital Notes 7 Register as joint Holders, they are taken to registered as the Holder of those Westpac Capital Notes 7. hold those Westpac Capital Notes 7 as joint tenants with rights of survivorship but the Registrar is not bound to register more than three persons as joint Holders of any Westpac Capital Notes 7.

116 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 117 and an 11.3(a)(iii) Westpac Capital Notes 7 Terms Notes 7 Capital Westpac Appendix B Appendix , even where a Holder later demonstrates demonstrates a Holder later where , even 11.3(e) Deductions Taxation if that Westpac Capital Note 7 is jointly held, the 7 is jointly Note Capital Westpac if that of 7 Register Notes Capital in the Westpac address of in respect in the register named first the Holder or 7; Capital Note the Westpac in person directs that which address other any writing. (ii) (iii) payable has been paid (or, in the case of a Conversion, in the case of a Conversion, has been paid (or, payable then the Holder, the relevant to issued) Shares Ordinary the in the case of a Conversion, (or, full amount payable such Holder to Shares) Number of Ordinary Conversion been duly paid and satisfied have shall be deemed to or Westpac by issued) in the case of a Conversion, (or, as applicable. Party, the Nominated under or in connection with FATCA), or where it has or where with FATCA), under or in connection the Holder may suspect that to grounds reasonable or practice administrative such law, any be subject to in acts of terrorism or sanction or involved procedure deal with such payment laundering, and may or money 7 in accordance Capital Notes and the Holder’s Westpac practice administrative with such applicable law, relevant of any or the requirements or procedure authority. or regulatory government or loss costs any for shall not be liable Westpac under its discretion a Holder in exercising by suffered clause administrative such law, not subject to were they that or sanction. or procedure practice may as applicable, Party, or the Nominated Westpac levy, assessment, tax, duty, deduct or withhold any any from or other amount charge governmental or upon Redemption or amount payable Distribution Capital Westpac of any Party the Nominated to Transfer of any the issuance to upon or with respect 7 (or Note by as required Conversion), upon any Shares Ordinary authority. with a governmental agreement or any law or withholding has been made such deduction If any authority governmental the relevant to and paid over or other amount of the Distribution and the balance If Westpac decides to make a payment by electronic or electronic by a payment make decides to If Westpac under clause other means determined the Holder or joint Holder, by nominated is not account in a separate payable hold the amount may Westpac or joint Holder until the Holder of Westpac account without an account, nominates be) (as the case may the amount so held and interest, pay to obligation any the Holder or paid to been as having be treated is to separate that to the time it is credited joint Holder at of Westpac. account by be invested may but unclaimed All amounts payable until the benefit of Westpac for as it thinks fit Westpac be dealt with in accordance to claimed or until required unclaimed moneys. to relating law with any are whom payments person through any (or Westpac withhold payment may discretion, in its absolute made), do so under any to it is required a Holder where to administrative or any applicable fiscal or other law or other authority fiscal of any or procedure practice dealings with terrorist prohibiting law (including any other type laundering, or any or money organisations deduction arising withholding or of sanction and any

(f) 12 12.1 (a) (c) (d) (e)

11.3(a) 9.1(b) the particulars recorded in the Westpac Capital in the Westpac the particulars recorded Date; Record on the relevant 7 Register Notes and these Terms. the rules and regulations of CHESS while of CHESS the rules and regulations in CHESS; 7 remain Capital Notes Westpac in Australian dollars; and in Australian claim deduction or counter set off, of any free with agreement or any law by as required except authority; a governmental Method of payments Payments to Holders to Payments General Payments the address in the Westpac Capital Notes 7 Register 7 Register Capital Notes in the Westpac the address of the Holder; Holder or person; Holder or person, the to cheque made payable by as Holder or person of that the address sent to Holder or person; or that by Westpac notified to determines as Westpac other manner in any be paid in always must Distributions that (provided cash). by crediting an account nominated in writing by that that in writing by nominated account an crediting by (B) (C) are subject to applicable fiscal and other laws and fiscal and other laws applicable subject to are of fiscal and procedures practices the administrative and other authorities; with: will be made in accordance (A) must be made: must (A) (B) , if relevant, to: , if relevant, (ii) (i) Westpac may send a cheque referred to in clause to send a cheque referred may Westpac (ii) (iii) respect of a Westpac Capital Note 7: Capital Note of a Westpac respect (i) Westpac may, in its absolute discretion, pay to a Holder to pay discretion, in its absolute may, Westpac in amount payable any other person entitled to or any A payment to any one joint Holder of a Westpac Capital one joint Holder of a Westpac any to A payment of in respect liability Westpac’s 7 will discharge Note the payment. Westpac Capital Notes 7 Register as the Holder of that as the Holder of that 7 Register Capital Notes Westpac that for Date 7 on the Record Capital Note Westpac payment. Each payment in respect of a Westpac Capital Note Capital Note of a Westpac in respect Each payment in the is recorded the person that 7 will be made to be rounded to the nearest one Australian cent (with cent one Australian the nearest to be rounded one up to being rounded cent one half of an Australian cent). Australian All calculations of payments will be rounded to four four to will be rounded of payments All calculations of making any the purposes For decimal places. holding of a Holder’s aggregate in respect payment will of a cent fraction any 7, Capital Notes of Westpac Viability Trigger Event) is not a Business Day, then the Day, is not a Business Event) Trigger Viability (and Day Business will be made on the next payment in or other payment additional interest without any of such delay). respect If the date scheduled for any payment under these under these payment any scheduled for If the date made under clause than a payment (other Terms Capital of Westpac with the Conversion in connection or a Non- Event a Capital Trigger 7 following Notes (iii) (ii) (i) All payments in respect of Westpac Capital Notes 7: Notes Capital of Westpac in respect All payments

(b) 11.3 (a) (b) 11.2 (a) (c) (b) 11 11.1 (a) Westpac Capital Notes 7 Terms

(b) Westpac or the Nominated Party, as applicable, 13.3 Amendment with consent shall pay the full amount required to be deducted or withheld to the relevant governmental authority within Without limiting clause 13.2 and subject to clause 13.1, the time allowed for such payment without incurring Westpac may, with APRA’s prior written approval, amend any penalty under applicable law and shall, if requested these Terms if the amendment has been approved by a by any Holder, deliver to such Holder confirmation Special Resolution. of such payment without delay after it is received by Westpac or the Nominated Party, as applicable. 13.4 Amendment for Approved Successor 12.2 FATCA (a) Subject to clause 13.4(c), if: Without limiting clause 12.1, if any withholding or deduction (i) it is proposed that Westpac be replaced as the arises under or in connection with FATCA, Westpac will ultimate holding company of the Westpac Group by not be required to pay any further amounts on account of an Approved Successor (“Replacement”); and such withholding or deduction or otherwise reimburse or compensate, or make any payment to, a Holder for or in (ii) the Approved Successor agrees to expressly respect of any such withholding or deduction. assume Westpac’s obligations under these Terms by entering into a deed poll for the benefit of Holders 12.3 Tax File Number withholdings under which it agrees (among other things): (a) Westpac will, if required, withhold an amount from (A) to deliver Approved Successor Shares under payment of Distributions on Westpac Capital Notes 7 at all circumstances when Westpac would have the highest marginal tax rate plus the highest Medicare otherwise been obliged to deliver Ordinary levy if a Holder has not supplied an appropriate tax Shares on a Conversion, subject to the same file number, Australian business number or exemption terms and conditions of these Terms as amended details. by this clause 13.4; (b) If a Holder supplies exemption details and Westpac (B) to comply with the restriction in clause 3.7 (with subsequently determines that the relevant exemption all appropriate modifications) of these Terms; was not available, Westpac may recover the amount and that should have been deducted from the relevant (C) to use all reasonable endeavours and furnish all Holder and may deduct that amount from any such documents, information and undertakings subsequent payment due to that Holder in respect of as may be reasonably necessary in order to Westpac Capital Notes 7. procure quotation of the Approved Successor Shares issued under these Terms on the stock exchanges on which the other Approved 13 Amendment of these Terms Successor Shares are quoted at the time of a 13.1 Amendment generally Conversion, No amendment to these Terms is permitted without Westpac may, with APRA’s prior written approval, but APRA’s prior written approval if such amendment would without the authority, assent or approval of Holders, impact, or potentially impact, the classification of the give a notice (an “Approved Replacement Notice”) Westpac Capital Notes 7 as Additional Tier 1 Capital on a to Holders (which, if given, must be given as soon as Level 1 or Level 2 basis. practicable before the Replacement and in any event no later than 10 Business Days before the Replacement 13.2 Amendment without consent occurs) specifying the amendments to these Terms which will be made in accordance with this clause 13.4 Subject to clause 13.1, and complying with all applicable laws to effect the substitution of the Approved Successor as and with APRA’s prior written approval (except in the case the debtor in respect of Westpac Capital Notes 7 and of paragraph 13.2(a)(iii) below), Westpac may, without the the issuer of ordinary shares on Conversion. authority, assent or approval of Holders, amend these Terms: An Approved Replacement Notice, once given, is (a) if Westpac is of the opinion that the amendment is: irrevocable. (i) of a formal, minor or technical nature; (b) If Westpac gives an Approved Replacement Notice to (ii) made to cure any ambiguity; Holders in accordance with clause 13.4(a), then with (iii) made to correct any manifest error; effect on and from the date specified in the Approved (iv) expedient for the purpose of enabling the Westpac Replacement Notice: Capital Notes 7 to be listed for quotation or to retain (i) the Approved Successor will assume all of the listing on any stock exchange or to be offered for, obligations of, and succeed to, and be substituted or subscription for, sale under the laws for the time for, and may exercise every right and power of, being in force in any place and it is otherwise not Westpac under these Terms (as may be amended considered by Westpac to be materially prejudicial from time to time) with the same effect as if the to the interests of Holders as a whole; or Approved Successor had been named as Westpac in (v) necessary to comply with the provisions of any these Terms; statute, the requirements of any statutory authority, (ii) Westpac (or any corporation which has previously the ASX Listing Rules or the listing or quotation assumed the obligations of Westpac) will be requirements of any stock exchange on which the released from its liability under these Terms; Westpac Capital Notes 7 are quoted; or (iii) references to Westpac in these Terms will be taken (b) generally, in any case where such amendment is to be references to the Approved Successor and considered by Westpac not to be materially prejudicial references to Ordinary Shares in these Terms will to the interests of Holders as a whole. be taken to be references to Approved Successor Shares; and

118 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 119 . 15 Westpac Capital Notes 7 Terms Notes 7 Capital Westpac Appendix B Appendix purchase Waiver of immunity Waiver Notices No other rights or buy-back trade, Ability to Further issues Further No set-off Quotation Meetings cancelled. to vote at, or receive notices of, any meeting of any of, notices or receive at, vote to of Westpac; shareholders in any participate securities or to new subscribe for to or Westpac; of securities of bonus issues of or property in the profits otherwise participate to as set out in these Terms. except Westpac, to may, Group member of the Westpac or any Westpac and regulations applicable laws by permitted the extent time any at approval, prior written and with APRA’s 7 in the open market, Capital Notes buy or sell Westpac private by all or some of the Holders, to tender by price. any at other manner, or in any agreement may Westpac approval, prior written APRA’s Subject to a buy-back or otherwise conduct on-market purchase time and any 7 at Capital Notes Westpac to in relation price. any at or bought-back 7 purchased Capital Note Westpac Any this clause is immediately pursuant to Westpac by

14.9 any waives and unconditionally irrevocably Westpac the venue to have or in the future now objection it may or in the now claim it may and any proceedings, of any in an been brought have proceedings any that have future within clause falls venue if that forum, inconvenient 14.6 the giving of notices. for provisions contains Deed Poll The 14.7 no 7 confer Capital Notes Westpac Conversion, Before rights on a Holder: (a) (b) (c) 14.8 (a) (b) (c) 14.2 Capital Westpac further issue the right to reserves Westpac equally senior to, which rank 7 or other securities Notes whether 7, Notes Capital Westpac existing with or behind of capital on a dividends, return distributions, to in respect Up or otherwise. Winding 14.3 set-off any to Holder is entitled nor any Neither Westpac 7 Capital Notes the Westpac of amounts due in respect the to Westpac by owed nature amount of any any against (as applicable). Westpac the Holder to Holder or by 14.4 and furnish endeavours use all reasonable must Westpac may and undertakings as information all such documents, of quotation procure to in order necessary be reasonably operated 7 on the financial market Capital Notes Westpac by ASX. 14.5 meetings convening for provisions contains Deed Poll The any consider such meeting may of the Holders. Any of Holders, including, the interests affecting matters the and the amendment of these Terms without limitation, and waivers. consents of approvals, granting to 14.10 results in results 13.4(b) prevents Westpac from from Westpac prevents is: 13.4 ” includes modify, cancel, alter or add alter cancel, ” includes modify, ” has a corresponding meaning. ” has a corresponding 13.4(d)(i) amend . 13.4 of equal or better quality capital and at least the least at quality capital and of equal or better 7, Capital Notes same amount as the Westpac APRA in writing. by otherwise approved unless unconditional; of simultaneously with the substitution occurs and Successor; the Approved accounts Not deposit liabilities or protected Not deposit liabilities or protected Meanings General amendment such other amendments may be made to these these made to be amendments may such other (C) Westpac Capital Notes 7; and Capital Notes Westpac to capital injection carried out pursuant any paragraph (A) (B) capital instruments acceptable to APRA in such to acceptable capital instruments other steps or take be necessary, amount as may the capital that ensure APRA to to acceptable 2 basis 1 and Level a Level on position of Westpac will not be as described in the Prudential Standards APRA by including, if required affected, adversely capital any undertaking or the Prudential Standards, the replace to Westpac to injection in relation the Approved Successor or another entity which is or another entity Successor the Approved and approved Group not a member of the Westpac or other Shares Ordinary subscribes for APRA by Approved Successor is not an ADI). Successor Approved of an Approved Successor as debtor in respect in respect debtor as Successor of an Approved of the the issuer 7 and Notes Capital of Westpac in the on Conversion Shares Successor Approved (including these Terms by manner contemplated for or expedient is necessary such amendment as with the provisions the purposes of complying the where Act the Corporations of of Chapter 2L Terms as in Westpac’s reasonable opinion are are opinion reasonable as in Westpac’s Terms the substitution effect to and appropriate necessary Westpac) has any liability for Westpac Capital Notes 7 Capital Notes Westpac liability for has any Westpac) member of the Westpac nor any and neither Westpac 7. Capital Notes Westpac guarantees Group subject to the depositor protection provisions of the provisions protection the depositor subject to Banking Act. than (other Group No member of the Westpac Westpac Capital Notes 7 are not deposit liabilities of 7 are Capital Notes Westpac the purposes of for accounts nor protected Westpac not and are or Financial Claims Scheme the Banking Act other similar proposal that may be put to Holders or be put to may that other similar proposal other members of Westpac. Nothing in this clause or scheme of arrangement or limits, any proposing, (ii) Westpac must not issue an Approved Replacement Replacement an Approved not issue must Westpac unless: Notice (i) as its attorney as contemplated under clause as contemplated as its attorney this to effect give to or desirable do all things necessary clause Approved Successor Shares being issued to Holders, to being issued Shares Successor Approved a member of the become to each Holder agrees of the issue prior to immediately Successor Approved and appoints Westpac Shares Successor the Approved Where an amendment under clause Where (iv)

(b) (a) 14 14.1 In this clause “ and “ to, 13.5 (e) (d) (c) Westpac Capital Notes 7 Terms

14.10 Power of attorney (j) The terms takeover bid, relevant interest, scheme of arrangement, buy-back and on-market buy-back when (a) Each Holder irrevocably appoints each of Westpac, its used in these Terms have the meaning given in the officers and any liquidator or administrator of Westpac Corporations Act. (each an “Attorney”) severally to be the attorney of (k) Headings and boldings are for convenience only and do the Holder with power in the name and on behalf of not affect the interpretation of these Terms. the Holder to sign all documents and transfers and do any other thing as may in the Attorney’s opinion (l) The singular includes the plural and vice versa. be necessary or desirable to be done in order for the (m) A reference to a statute, ordinance, code or other law Holder to observe or perform the Holder’s obligations includes regulations and other instruments under it under these Terms. and consolidations, amendments, re-enactments or (b) The power of attorney given in this clause 14.10 is replacements of any of them. given for valuable consideration and to secure the (n) Other than in relation to a Capital Trigger Event or a performance by the Holder of the Holder’s obligations Non-Viability Trigger Event (including a Conversion under these Terms and is irrevocable. of the Westpac Capital Notes 7 on a Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date and any termination of rights under 15 Governing Law clause 5.8) and other than as otherwise specified in These Terms are governed by the laws of New South Wales, these Terms, if an event under these Terms must occur Australia. Each party irrevocably submits to the non- on a stipulated day which is not a Business Day, then exclusive jurisdiction of the courts of New South Wales, the event will be done on the next Business Day. and agrees that it will not object to the venue or claim that (o) A reference to $, dollars or cents is a reference to the the relevant action or proceedings have been brought in an lawful currency of Australia. inconvenient forum. (p) A reference to time in these Terms is a reference to Sydney, New South Wales, Australia time. 16 Interpretation and definitions (q) Calculations, elections and determinations made by Westpac under these Terms are binding on Holders in 16.1 Interpretation the absence of manifest error. The following rules of interpretation apply in these Terms (r) If any provision of these Terms is prohibited or unless the contrary intention appears or the context unenforceable in its terms but would not be prohibited otherwise requires. or unenforceable if it were read down, and is capable of being read down, that provision must be read down (a) Definitions and interpretation under Westpac’s accordingly. If, despite this clause, a provision is still constitution will also apply to these Terms unless the prohibited or unenforceable, if the provision would not contrary intention is expressed. be prohibited or unenforceable if a word or words were (b) Unless the context otherwise requires, if there is any omitted, the relevant words must be severed and, in inconsistency between the provisions of these Terms any other case, the whole provision must be severed. and Westpac’s constitution then, to the maximum However, the remaining provisions of these Terms are of extent permitted by law, the provisions of these Terms full force and effect. will prevail. (c) Unless otherwise specified, the Westpac Directors 16.2 Definitions may exercise all powers of Westpac under these Terms In these Terms, except where the contrary intention as are not, by the Corporations Act or by Westpac’s appears: constitution, required to be exercised by Westpac in general meeting. Acquisition Event means: (d) Notices may be given by Westpac to a Holder in the (a) a takeover bid is made for Ordinary Shares and the manner prescribed by Westpac’s constitution for the offer is, or becomes, unconditional and the bidder has giving of notices to members of Westpac and the a relevant interest in more than 50% of the Ordinary relevant provisions of Westpac’s constitution apply with Shares on issue; or all necessary modification to notices to Holders. (b) a court orders one or more meetings to be convened (e) Unless otherwise specified, a reference to a clause is a to approve a scheme of arrangement under Part 5.1 reference to a clause of these Terms. of the Corporations Act which scheme would result in (f) If a calculation is required under these Terms, unless the a person having a relevant interest in more than 50% contrary intention is expressed, the calculation will be of the Ordinary Shares that will be on issue after the rounded to four decimal places. scheme is implemented and either: (g) If a payment is required to be made under these Terms, (i) the relevant classes of members pass a resolution unless the contrary intention is expressed, the payment approving the scheme; or will be made in Australian dollars only. (ii) an independent expert issues a report that the (h) Any provisions which refer to the requirements of APRA proposals in connection with the scheme are in the or any other prudential regulatory requirements will best interests of the holders of Ordinary Shares; or apply to Westpac only if Westpac is an entity, or the (iii) Holders are treated as being a separate class for the holding company of an entity, subject to regulation and purposes of a scheme of arrangement in respect of supervision by APRA at the relevant time. the replacement of Westpac as the ultimate holding (i) Any provisions in these Terms requiring the prior written company of the Westpac Group. approval by APRA for a particular course of action to be taken by Westpac do not imply that APRA has given Notwithstanding the foregoing, the proposed replacement its consent or approval to the particular action as of the of Westpac as the ultimate holding company of the Issue Date. Westpac Group shall not constitute an Acquisition Event if:

120 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B . 121 5.1 . has the 3.1 (Cth). has the meaning means the settlement means the Westpac Capital Notes 7 Terms Notes 7 Capital Westpac has the meaning given in has the meaning given Capital Security . Banking Act 1959 Banking Act means the market operating rules of rules operating market means the has the meaning given in clause has the meaning given means a reduction in capital by Westpac Westpac in capital by means a reduction means shares or any equity, hybrid or hybrid equity, or any means shares Appendix B Appendix 5.2(d)(iii)(A) means: means a day which is: means a day means the has the meaning given in clause has the meaning given means a process conducted by or on behalf or by conducted means a process means a transaction involving the acquisition by by the acquisition involving means a transaction . means the Clearing House Electronic Subregister Subregister means the Clearing House Electronic 3.1 an amendment to, change in or announced prospective prospective change in or announced an amendment to, laws in any has been or will be introduced change that in taxation affecting under those laws or regulations Australia; applying or clarifying a judicial decision interpreting, in Australia; taxation affecting or regulations laws ruling, confirmation, pronouncement, an administrative provide to or refusal (including a failure or action advice represents that in Australia taxation a ruling) affecting of an official an official position, including a clarification authority or regulatory position of the governmental or pronouncement body making the administrative action; or taking any with) the in connection (or to a challenge in relation or 7 asserted Capital Notes of Westpac tax treatment authority or a governmental in writing from threatened body in Australia, regulatory a business day as defined in the ASX Listing Rules; and Rules; Listing ASX as defined in the day a business in respect calculation other than any all purposes for open for on which banks are a date of a Conversion, in Sydney. business general

which amendment or change is announced or which action which amendment or change is announced the Issue on or after or challenge occurs or clarification the Issue as at did not expect and which Westpac Date Date. CHESS Settlement Pty Limited ASX by operated System 008 504 532). (ABN 49 provisions of Part 2J of the Corporations Act. 2J of the Corporations of Part provisions Capital Securities (whether comprised debt capital security subordinated excluding Westpac by issued instruments) of one or more 7. Capital Notes the Westpac meaning. corresponding Event Capital Trigger Date Conversion Event Capital Trigger set out in clause Change of Law (a) (b) (c) (d) ASX Operating Rules Operating ASX time to from ASX by or waived varied as amended, ASX time. Rules Settlement Operating ASX with any time time to from of ASX rules operating ASX. by granted or waiver applicable modification Banking Act Rate BBSW Disruption Event Rate BBSW clause Bookbuild the Westpac lodged for bids are whereby of Westpac Westpac and, on the basis of those bids, 7, Capital Notes Margin. the determines Day Business (a) (b) Buy Back the provisions to pursuant Shares of its Ordinary Westpac Act. the Corporations 2J of of Part Capital Reduction the by permitted way in any Shares of its Ordinary . 3.1 of the (h) to would not, in the not, would has the meaning set (c) (e) has the meaning given in has the meaning given to (c) means a fully paid ordinary means a fully paid ordinary has the meaning prescribed by by has the meaning prescribed means the ASX Listing Rules, the Listing means the ASX has the meaning given in clause has the meaning given means any judicial decision, official judicial decision, official means any . means a holding company that that means a holding company means the listing rules of ASX from from rules of ASX means the listing ; . 5.9(a)(iii) 13.4 13.4(a) means the Australian Prudential Regulation Prudential Regulation means the Australian means ASX Limited (ABN 98 008 624 691) or the 691) (ABN 98 008 624 Limited means ASX means an Authorised Deposit-taking Institution under Deposit-taking Institution means an Authorised described in paragraphs otherwise adversely opinion of Westpac, reasonable of Holders. the interests affect satisfy Westpac’s obligations under these Terms and the under these Terms obligations Westpac’s satisfy and Deed Poll; and the events of Westpac replacement the proposed arising out of or in connection with Westpac Capital with Westpac connection arising out of or in 7; Notes has, in the holding company successor the proposed the financial capacity to opinion of Westpac, reasonable the proposed successor holding company has a place a place has company holding successor the proposed a has appointed or South Wales in New of business of service receive to South Wales agent in New process legal proceedings any to on its behalf in relation process the ordinary shares of the proposed successor holding successor of the proposed shares the ordinary internationally on any listed be to are company exchange; stock recognised the proposed successor holding company agrees agrees holding company successor the proposed an to effect give to action necessary any take to in as contemplated Terms these amendment to clause with all applicable legal requirements and obtains any any and obtains legal requirements with all applicable prior APRA’s (including approvals regulatory necessary approval); written the proposed successor holding company complies complies holding company successor the proposed

ASX Listing Rules Listing ASX in their or waivers modifications time with any time to grant. may which ASX Westpac, to application succeeding to its powers or responsibilities. its powers to succeeding ASX requires. it, as the context by operated securities market Approved Successor Share Successor Approved Successor. in the capital of the Approved share APRA authority or any (ABN 79 635 582 658) Authority holding company of the Westpac Group and that satisfies satisfies and that Group of the Westpac holding company under paragraphs the requirements in these Terms. Event’ definition of ‘Acquisition clause Successor Approved as the ultimate Westpac replace, to or is proposed replaces, and any rules or regulations made under or pursuant to made under or pursuant to rules or regulations and any them. Notice Replacement Approved Alternative BBSW Rate BBSW Alternative Applicable Regulations Rules, Operating Rules, the ASX Settlement Operating ASX Act the Corporations of CHESS, the rules and regulations and any notice or announcement (including any notice or notice (including any or announcement notice and any of those any adopt or make to of intent announcement things). Administrative Action Action Administrative or action, published or pronouncement administrative procedure decision, regulatory ruling, interpretative private or policy procedure of a regulatory application or policy, ADI the Banking Act. out in clause 1 Capital Tier Additional APRA in the Prudential Standards. Acquisition Event Conversion Date Date Conversion Event Acquisition (h) (g) (f) (e) (d) (c) Westpac Capital Notes 7 Terms

Chi-X means Chi-X Australia Pty Ltd (ABN 47 129 584 667), FATCA means sections 1471 through 1474 of the United or the financial market operated by Chi-X Australia Pty Ltd, States Internal Revenue Code of 1986, as amended (or any as the context requires. consolidation, amendment, re-enactment or replacement of those provisions and including any regulations or official has the meaning prescribed Common Equity Tier 1 Capital interpretations issued, agreements entered into or non-US by APRA in the Prudential Standards. laws enacted with respect to those provisions). Conversion means the conversion of all, some or in the Financial Claims Scheme means the financial claims case of a Capital Trigger Event or Non-Viability Trigger scheme established under the Banking Act. Event only, a proportion of the Face Value of each of the, Westpac Capital Notes 7 into Ordinary Shares under these First Scheduled Conversion Condition has the meaning set Terms and Convert and Converted have corresponding out in clause 4.2(a)(i). meanings. Holder means, in respect of a Westpac Capital Note 7, the Conversion Date means the applicable: person whose name is for the time being entered in the Westpac Capital Notes 7 Register as the owner of it or, (a) Scheduled Conversion Date; where it is held jointly by two or more persons, the persons (b) Capital Trigger Event Conversion Date; whose names appear in the Westpac Capital Notes 7 (c) Non-Viability Trigger Event Conversion Date; Register as the joint owners of the Westpac Capital Note 7. (d) Acquisition Event Conversion Date; or Ineligible Holder means either: (e) Optional Conversion Date. (a) a Holder who is prohibited or restricted by any Conversion Number has the meaning given in clause 9.1. applicable law or regulation in force in Australia (including but not limited to Chapter 6 of the Corporations Act means the Corporations Act 2001 (Cth). Corporations Act, the Foreign Acquisitions and Takeovers Deed Poll means the deed poll entitled “Westpac Capital Act 1975 (Cth), the Financial Sector (Shareholdings) Notes 7 Deed Poll” executed by Westpac and dated on or Act 1998 (Cth) and Part IV of the Competition and around the date of the Bookbuild. Consumer Act 2010 (Cth)) from being offered, holding or acquiring Ordinary Shares (provided that if the relevant Distribution has the meaning given in clause 3.1. prohibition or restriction only applies to the Holder in Distribution Payment Date has the meaning given in respect of some of its Westpac Capital Notes 7, it shall clause 3.5. only be treated as an Ineligible Holder in respect of those Westpac Capital Notes 7 and not in respect of the Distribution Period means the period from (but excluding) balance of its Westpac Capital Notes 7); or the Issue Date until (and including) the first Distribution (b) a Holder whose address in the Westpac Capital Payment Date or thereafter from (but excluding) each Notes 7 Register is a place outside Australia or who Distribution Payment Date until (and including) the next Westpac otherwise believes may not be a resident of Distribution Payment Date. Australia and Westpac is not satisfied that the laws Distribution Rate has the meaning given in clause 3.1. of the Holder’s country of residence permit the offer, holding or acquisition of Ordinary Shares to the Holder Dividends means any interim, final or special dividends (but Westpac will not be bound to enquire into those payable in accordance with the Corporations Act and laws), either unconditionally or after compliance with Westpac’s constitution in relation to Ordinary Shares. conditions which Westpac, in its absolute discretion, Equal Ranking Capital Security means: regards as acceptable and not unduly onerous. (a) in the case of a dividend, distribution or interest in Initial Face Value means $100 per Westpac Capital Note 7. respect of the Capital Security, a Capital Security Issue Date means the date on which Westpac Capital (including Westpac Capital Notes 2, Westpac Capital Notes 7 are issued, which is expected to be on or about Notes 3, Westpac Capital Notes 4, Westpac Capital 4 December 2020. Notes 5, Westpac Capital Notes 6 and Westpac USD AT1 Securities) which ranks or is expressed to rank for Issue Date VWAP means the VWAP during the period of payment of a dividend, distribution or interest equally 20 Business Days on which trading in Ordinary Shares took with Westpac Capital Notes 7; and place immediately preceding but not including the Issue Date, as adjusted in accordance with clauses 9.4 to 9.7. (b) in the case of redemption or repayment of, reduction of capital on, cancellation of or acquisition of the Capital Level 1 and Level 2 has the meaning prescribed by APRA in Security, a Capital Security (including Westpac Capital the Prudential Standards. Notes 2, Westpac Capital Notes 3, Westpac Capital Notes 4, Westpac Capital Notes 5, Westpac Capital Liquidator means the liquidator or other official responsible Notes 6 and Westpac USD AT1 Securities) which ranks for the conduct and administration of a Winding Up. or is expressed to rank equally with Westpac Capital Liquidation Sum means an amount of surplus assets equal Notes 7 for repayment or a return of capital if Westpac to $100 per Westpac Capital Note 7 (as adjusted for any is wound up. Conversion under clauses 5.2 or 5.4 or any termination of Face Value means as applicable either: rights under clause 5.8). (a) the Initial Face Value; or Margin has the meaning given in clause 3.1. (b) the Initial Face Value reduced by the amount of Face Maximum Conversion Number has the meaning given in Value per Westpac Capital Note 7 which has previously clause 9.1. been Converted in accordance with clause 5.2 or Next Distribution Payment Date means the scheduled clause 5.4 or the rights in respect of which have been quarterly Distribution Payment Date immediately following terminated in accordance with clause 5.8. the date on which the Optional Conversion Notice,

122 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 123 . 13.4(a) negative negative has the meaning de minimis means the conditions in means the conditions Westpac Capital Notes 7 Terms Notes 7 Capital Westpac additional requirements would would additional requirements has the meaning given in has the meaning given . means either: means a security forming part of the means a security forming de minimis Appendix B Appendix 4.2(a)(ii) has the meaning given in clause has the meaning given means the nominee (who cannot be a member . . there would be a more than be a more would there 4.2 4.1 any amendment to, clarification of, or change or change of, clarification to, amendment any of a prospective announcement any (including the in has been or will be introduced) change that or of Australia; or regulations laws amendment to, any or Action Administrative any or change in an Administrative of, clarification Action, than more the to in relation Group be imposed on the Westpac 7; or Capital Notes Westpac in (or to in relation Group impact on the Westpac 7, Capital Notes with) Westpac connection (i) (ii) (iii) (iv) as a result of any amendment to, clarification of, or of, clarification to, amendment of any as a result of a prospective announcement change (including any laws in any has been or will be introduced) change that by Standards) (including the Prudential or regulations authority or government court, body, legislative any of the manner in which body (irrespective regulatory or change is effective) such amendment, clarification having after determines, Westpac Date, the Issue after legal a supporting opinion of reputable received or in such matters, experienced in Australia, counsel all, some or a proportion APRA, that from confirmation Capital Westpac of all or some, Value of the Face as Additional not or will not be treated are Notes 7 under the Group Capital of the Westpac Tier 1 of a change other than as a result Prudential Standards, Date the Issue as at Westpac by expected of treatment a limit or other has exceeded or because Westpac 1 Capital Tier of Additional on the recognition restriction or which on the Date on the Issue in effect which was effect. into come to Westpac by is expected Date Issue as a result of: as a result government court, body, legislative any in each case by of the body (irrespective authority or regulatory change amendment, clarification, manner in which such or Administrative is effective Action or Administrative it provided Date the Issue after is announced) Action Date: the Issue as at Westpac by not expected was a supporting has received which Westpac to in relation in Australia, legal counsel opinion of reputable from or confirmation in such matters, experienced its sole at determines, APRA, and which Westpac or be unacceptable; to discretion, behalf of Holders who do not wish to receive Ordinary Ordinary receive behalf of Holders who do not wish to Ineligible Holders. or who are on Conversion Shares Conditions Scheduled Conversion clause Date Scheduled Conversion clause Condition Scheduled Conversion Second set out in clause (b) Security Relevant 2 basis. or Level 1 basis a Level on 1 Capital of Westpac Tier Replacement Sale Agent entity (as described or a related Group of the Westpac by appointed of Westpac) in the Prudential Standards) the sale of for established under the facility Westpac on on Conversion Westpac by issued Shares Ordinary Regulatory Event Event Regulatory (a) . . 9.3 6.3(b)(i)(B) has the . . have corresponding corresponding have has the meaning given in has the meaning given 7.2(b)(i)(B) has the meaning given in has the meaning given means a notice issued in issued means a notice Redeemed means, in respect of each means, in respect 5.4(c)(iii)(A) . 6 and means a Conversion in accordance in accordance means a Conversion means the Prudential Standards and means the Prudential Standards means a notice issued in accordance in accordance issued means a notice means, in respect of each Westpac of each Westpac means, in respect means one or more third parties selected parties selected third means one or more has the meaning given in clause has the meaning given means a fully paid ordinary share in the share means a fully paid ordinary . . means, in the case of: means the redemption of all or some Westpac of all or some Westpac means the redemption 7 6 means the prospectus relating to the to relating means the prospectus . . Redeemable means Link Market Services Limited (ABN 54 (ABN Limited Services means Link Market , 6.2 5.3 22 March 2027; or 2027; 22 March Date as the Redemption Westpac specified by the date with clause in accordance the payment of the Face Value of the Westpac of the Westpac Value of the Face the payment a date or Transfer, 7 upon a Redemption Capital Note such (or ASX notified to and Westpac by determined ASX). by be prescribed as may other date immediately preceding Business Day (or such other (or Day Business preceding immediately Rules Listing under the ASX be prescribed as may date Rules, a date Listing the ASX by if not prescribed or, and ASX); notified to and Westpac by determined the payment of Distributions, the date which is eight the date of Distributions, the payment Payment Distribution the relevant before calendar days the Day, on a Business does not fall date if that or, Date 22 March 2027; or 2027; 22 March the Optional as Westpac specified by the date with clause in accordance Date Conversion 083 214 537) or any other person appointed by Westpac to to Westpac by other person appointed or any 083 214 537) 7 Register. Capital Notes maintain the Westpac Redemption Notice Redemption with clause Registrar (a) (b) meanings. Date Redemption 7: Capital Note Redemption and under these Terms Value their Face 7 for Capital Notes Redeem (b) (a) or the Westpac Group from time to time. time to from Group or the Westpac Reclassification Date Record prospectus. Prudential Standards Westpac APRA and applicable to guidelines published by Prospectus on or about 7 dated Capital Notes of Westpac offer supplementary or replacement and any 4 November 2020 clause Share Ordinary capital of Westpac. Optional Conversion Notice Optional Conversion with clause accordance Restriction Optional Conversion (a) (b) with clause Date Optional Conversion 7: Capital Note Westpac Non-Viability Trigger Event Conversion Date Date Conversion Event Trigger Non-Viability clause meaning set out in Optional Conversion described in the Prudential Standards) of Westpac). Standards) described in the Prudential Event Trigger Non-Viability clause Nominated Party Nominated include (which cannot discretion in its absolute Westpac by entity (as or a related Group a member of the Westpac was given by Westpac provided that if such Distribution Distribution if such that provided Westpac by given was the following Days than 21 Business is less Date Payment it shall be the then given was such notice on which date Date. Payment Distribution following immediately Redemption Notice or Transfer Notice (as applicable) (as applicable) Notice or Transfer Notice Redemption Westpac Capital Notes 7 Terms

Senior Creditors means all creditors of Westpac (present VWAP means, subject to any adjustments under clauses 9.2 and future), including depositors of Westpac and all and 9.3, the average of the daily volume weighted average holders of Westpac’s senior or subordinated debt: sales prices (such average and each such daily average sales price being expressed in Australian dollars and cents (a) whose claims are admitted in a Winding Up; and and rounded to the nearest full cent, with A$0.005 being (b) whose claims are not made as holders of indebtedness rounded upwards) of Ordinary Shares sold on ASX and arising under: Chi-X during the relevant period or on the relevant days (i) an Equal Ranking Capital Security; or but does not include any “crossing” transacted outside the (ii) an Ordinary Share. “Open Session State” or any “special crossing” transacted at any time, each as defined in the ASX Operating Rules or Solvent Reconstruction means a scheme of amalgamation any overseas trades or trades pursuant to the exercise of or reconstruction, not involving a bankruptcy or insolvency, options over Ordinary Shares. where the obligations of Westpac in relation to the outstanding Westpac Capital Notes 7 are assumed by VWAP Period means: the successor entity to which all, or substantially all of (a) in the case of a Conversion resulting from an the property, assets and undertaking of Westpac are Acquisition Event the lesser of: transferred or where an arrangement with similar effect not (i) 20 Business Days on which trading in Ordinary involving a bankruptcy or insolvency is implemented. Shares took place immediately preceding (but not Special Resolution means: including) the Acquisition Event Conversion Date; and (a) a resolution passed at a meeting of Holders by a majority of at least 75% of the votes validly cast by (ii) the number of Business Days after the occurrence of Holders in person or by proxy and entitled to vote on the Acquisition Event on which: the resolution; or (A) the Ordinary Shares are quoted for trading on (b) the written approval of Holders holding at least 75% of ASX; and the Westpac Capital Notes 7. (B) trading in Ordinary Shares took place, in each case immediately preceding (but not including) Subsidiary has the meaning given in the Corporations Act. the Business Day before the Acquisition Event Tax Act means: Conversion Date; (a) the Income Tax Assessment Act 1936 (Cth) or the (b) in the case of a Conversion resulting from a Capital Income Tax Assessment Act 1997 (Cth) (both as Trigger Event, or a Non-Viability Trigger Event, the amended from time to time, as the case may be, and a period of 5 Business Days on which trading in Ordinary reference to any section of the Income Tax Assessment Shares took place immediately preceding (but not Act 1936 (Cth) includes a reference to that section as including) the Conversion Date; rewritten in the Income Tax Assessment 1997 (Cth)); and (c) in the case of any other Conversion, the period of 20 (b) any other law setting the rate of income tax payable; Business Days on which trading in Ordinary Shares took and place immediately preceding (but not including) the (c) any regulation made under such laws. Conversion Date; or (d) otherwise, the period for which the VWAP is to be Tax Event occurs when Westpac determines, after calculated in accordance with these Terms. receiving a supporting opinion of reputable legal counsel or other tax adviser in Australia, experienced in such matters, Westpac means Westpac Banking Corporation (ABN 33 that (as a result of a Change of Law) there is a more than 007 457 141). insubstantial risk that: Westpac Capital Notes 2 means the notes issued by (a) Westpac would be exposed to a more than de minimis Westpac under the note deed poll dated 7 May 2014. adverse tax consequence or increased cost in relation to Westpac Capital Notes 7; or Westpac Capital Notes 3 means the notes issued by Westpac, acting through its London branch, under the note (b) any Distribution would not be a frankable distribution deed poll dated 27 July 2015. within the meaning of Division 202 of the Tax Act. Westpac Capital Notes 4 means the notes issued by Terms means these terms and conditions of Westpac Westpac, under the note deed poll dated 23 May 2016. Capital Notes 7. Westpac Capital Notes 5 means the Westpac Capital Tier 1 Capital has the meaning prescribed by APRA in the Notes 5 issued by Westpac under the note deed poll dated Prudential Standards. 9 February 2018. Transfer means the transfer of Westpac Capital Notes 7 by Westpac Capital Notes 6 means the Westpac Capital Holders to a Nominated Party in accordance with clause 8 Notes 6 issued by Westpac under the note deed poll dated and Transferred has a corresponding meaning. 18 November 2019. Transfer Date means, in respect of each Westpac Capital Westpac Capital Notes 7 means the Westpac Capital Note 7: Notes 7 issued by Westpac under these Terms. (a) 22 March 2027; or Westpac Capital Notes 7 Register means the register of (b) the date specified by Westpac as the Transfer Date in Holders maintained by Westpac or its agent and includes accordance with clause 8.2(b)(i)(B). any subregister established and maintained under CHESS. Transfer Notice means a notice issued in accordance with Westpac Directors means some or all of the directors of clause 8. Westpac acting as a board.

124 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B 125 Westpac Capital Notes 7 Terms Notes 7 Capital Westpac Appendix B Appendix means: Inconsistency with ASX Listing Rules Listing with ASX Inconsistency a court order is made in Australia for the winding up of the winding up for is made in Australia order a court appealed is not successfully such order (and Westpac or within 30 days); or set aside or shareholders by is passed resolution an effective in Australia, of Westpac the winding up members for Winding Up Winding (a) (b) Reconstruction. with a Solvent other than in connection or an order a court by be commenced Up must A Winding Neither or members. shareholders of resolution effective a petition, filing of the an application, (i) the making of of the winding up for other steps any or the taking of may Westpac whereby other procedure any (or Westpac as exist to or cease sequestered liquidated, be dissolved, a receiver, (ii) the appointment of nor a body corporate), manager, compulsory receiver, administrative administrator, or other similar officer manager statutory Banking Act constitutes Westpac, of in respect than a Liquidator) (other these Terms. the purposes of Up for a Winding 16.3 on ASX, quoted 7 are Notes Capital So long as Westpac Capital those Westpac to relate as they these Terms with in a manner consistent be interpreted to are Notes 7 that always Rules, provided Listing the applicable ASX to effect give to is required clause of these Terms a where which gives the interpretation the Prudential Standards, shall prevail. APRA requirement that to effect

means the fixed rate resetting resetting rate means the fixed means Westpac and each and each means Westpac means either: means Westpac and its controlled entities entities and its controlled means Westpac the “extended licensed entity” which is comprised of entity” which is comprised licensed the “extended as specified and each Subsidiary of Westpac Westpac with accordance APRA in by granted approval in any the Prudential Standards. Westpac; or Westpac; 21 September 2017. 21 September perpetual subordinated contingent convertible securities securities convertible contingent perpetual subordinated Zealand its New acting through Westpac, by issued as 2017, 7 September dated under the indenture branch, dated supplemental indenture the first by supplemented Subsidiary that is recognised by APRA as part of Westpac’s as part of Westpac’s APRA by is recognised Subsidiary that with the Prudential Standards. in accordance 2 group Level Securities USD AT1 Westpac Level 2 Group to the risk weighted assets of the Westpac of the Westpac assets the risk weighted to Group Level 2 Prudential with the in accordance calculated Group, Level 2 Standards. 2 Group Level Westpac Westpac Level 2 Common Equity Tier 1 Capital Ratio 1 Capital Tier Equity 2 Common Level Westpac the 2 Group, Level of the Westpac means, in respect 1 Capital of the Westpac Tier Equity of the Common ratio (b) Westpac Level 1 Group Level Westpac (a) of the Common Equity Tier 1 Capital of the Westpac 1 Capital of the Westpac Tier Equity of the Common of the Westpac assets the risk weighted to Group Level 1 Prudential with the in accordance calculated Group, Level 1 Standards. taken as a whole. taken 1 Capital Ratio Tier Equity 1 Common Level Westpac ratio the 1 Group, Level of the Westpac respect means, in Westpac Group Westpac Westpac Capital Notes 7 Terms

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126 Broker Firm Offer Closing Date 5.00pm (Sydney time) 30 November 2020 Westpac and the Joint Lead Managers may, in their Westpac Banking Corporation (Westpac) absolute discretion, close the Offer early or extend the ABN 33 007 457 141 Offer Period without notice. Westpac may also withdraw NOT FOR DISTRIBUTION IN THE UNITED STATES the Offer at any time before Notes are issued.

WESTPAC CAPITAL NOTES 7 OFFER – BROKER FIRM APPLICATION FORM This Broker Firm Application Form (Application Form) relates to the Broker Firm Offer by Westpac of Westpac Capital Notes 7 (Notes) made under the Prospectus dated 4 November 2020. This Application Form should be read in conjunction with the Prospectus, which contains important information about investing in Notes and should be read in full before applying for Notes. This Application Form must not be distributed unless attached to, or accompanied by, the Prospectus. Capitalised terms used but not defined in this Application Form have the meanings given to them in the Prospectus. See the reverse side for instructions on how to complete this Application Form and make your Application Payment (and other important information) and lodgement instructions below. If you are in any doubt as to how to complete this Application Form, please contact your Syndicate Broker. CAUTION: The Notes are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors. Their complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.

PLEASE COMPLETE DETAILS BELOW Number of Notes applied for Issue Price per Note Application Payment A , , 0 at A$100 = B A$ , , 0 0 0 . 0 0 (minimum 50 Notes (A$5,000) and in multiples of 10 Notes (A$1,000) thereafter) Applicant #1 – Surname / Company name (or joint applicant #1) C Title First name Middle name

Joint applicant #2 – Surname / Company name

Title First name Middle name

Designated Account e.g., (or joint applicant #3)

CONTACT DETAILS – if we need to contact you about your Application PO Box / RMB / Locked bag / Care of (c/-) / Property name / Building name (if applicable) D Unit number / Level Street number Street name

Suburb / City or Town State Postcode Country

Email address

Telephone – during business hours / mobile Contact name (PRINT) ( ) CHESS PARTICIPANTS – Please insert your CHESS HIN if you want to add your Notes to a specific CHESS holding E X

LODGEMENT INSTRUCTIONS

The Closing Date for the Broker Firm Offer is expected to be 5.00pm (Sydney time) on 30 November 2020. Please return your Application Form and Application Payment to the Syndicate Broker who offered you an Allocation under the Broker Firm Offer, in accordance with their instructions. Completed Application Forms and Application Payments must be received by your Syndicate Broker with sufficient time for your Syndicate Broker to process the Application by the Closing Date. Application Forms and Application Payments will NOT be accepted by the Registrar or at any Westpac branch or office.

WBC BRO002 HOW TO COMPLETE THIS APPLICATION FORM AND MAKE YOUR APPLICATION PAYMENT A Number of Notes applied for: Enter the number of Notes you wish to apply for. The D Contact details: Enter your contact details in case we need to contact you in relation Application must be for a minimum of 50 Notes (A$5,000) and in multiples of 10 Notes to your Application. (A$1,000) thereafter. E CHESS Participant: If you are a CHESS participant (or are sponsored by a CHESS B Application Payment: Enter the amount of your Application Payment. To calculate the participant) and you wish to hold Notes Allocated to you (under this Application) on amount, multiply the number of Notes applied for by the Issue Price (A$100). Amounts are the CHESS sub-register, enter your CHESS Holder Identification Number (HIN). in Australian dollars. Application Payments must be received by your Syndicate Broker in If your CHESS registration details are not identical, you will not be able to include any sufficient time for them to process your Application by the Closing Date. Notes Allocated to you on your existing CHESS HIN. Instead, you will be issued with C Registrable name(s): Enter the full name you wish to appear on your Holding Statement. an issuer-sponsored holding and allocated a unique Securityholder Reference This must be either your own name or the name of a company. Up to three joint Applicants Number (SRN) for any Notes Allocated to you. Once Notes have been Allotted, you may register. You should refer to the table below for the correct forms of registrable names. may be able to combine your Notes holding with your existing CHESS sponsored Applications using the wrong form of names may be rejected or delayed. If you supply a holdings by contacting your broker. CHESS HIN, ensure that name/address details correspond exactly with your CHESS registration.

ACCEPTANCE OF THE OFFER By returning this Application Form and Application Payment to my/our Syndicate Broker Eligibility and selling restrictions in accordance with their instructions, I/we: h) declare that each Applicant, if a natural person, is over 18 years of age; Prospectus i) declare that I am/we are an Australian resident(s); a) acknowledge having personally received a copy of the full Prospectus (and any j) represent and warrant that I am/we are not acting for the account or benefit of any supplementary or replacement document) accompanying this Application Form and person to whom it would not be lawful to make the Offer under applicable securities declare that I/we have read them all in full; laws; b) acknowledge that the information contained in the Prospectus (and any k) represent and warrant that I am/we are not in a jurisdiction in which it would not be supplementary or replacement document) is not financial product or investment lawful for the Offer to be made to me/us, and that I am/we are not in the United States advice or a recommendation that Notes are suitable for me/us, and has been and I am/we are not a US Person (and not acting for the account or benefit of a US prepared without taking into account my/our investment objectives, financial situation Person), and I/we will not offer, sell, deliver or transfer Notes in the United States or or particular needs; to, or for the account or benefit of, any US Person; Risks Privacy c) acknowledge that Notes are not deposit liabilities or protected accounts of Westpac l) acknowledge and declare that I/we consent to the use and disclosure of my/our for the purposes of the Banking Act or Financial Claims Scheme, are not subject to personal information by Westpac and members of the Westpac Group (and their the depositor protection provisions of Australian banking legislation (including the agents, including the Registrar, on Westpac’s behalf) in the manner set out in Section Australian Government guarantee of certain bank deposits), and are not guaranteed 7.14 of the Prospectus; or insured by the Australian government, or any government agency or compensation scheme of Australia or any other jurisdiction; m) authorise Westpac and the Joint Lead Managers and their respective officers or agents to do anything on my/our behalf necessary for Notes to be Allocated to me/ d) acknowledge that an investment in Notes is subject to investment risk, including us, including acting on instructions received by the Registrar upon using the contact possible delays in payment and loss of income and principal invested, and that details provided in D on the front of this Application Form; neither Westpac nor any member of the Westpac Group guarantees the capital value or performance of Notes or any particular rate of return; Application Form e) acknowledge that investments in Notes are an investment in Westpac and may be n) acknowledge that once I/we submit this Application Form I/we may not modify or affected by the ongoing performance and financial position and solvency of Westpac; withdraw it subject to applicable law; Note Terms and Westpac’s constitution o) declare that all details and statements in this Application Form are complete and accurate; f) agree to be registered as a Holder of Notes and to be bound by the terms of the Offer, the Prospectus, the Westpac Capital Notes 7 Terms and the Notes Deed Poll; p) apply for the number of Notes in the Australian dollar amount shown on the front of this Application Form and agree to be issued such number of Notes or a lesser g) agree to become a member of Westpac and to be bound by the terms of Westpac’s number (or no Notes at all), as described in the Prospectus; and Constitution, if issued Ordinary Shares on Conversion; q) acknowledge that Westpac reserves the right not to accept an Application from any Applicant, including where this Application Form and/or Application Payment is not properly completed or submitted by the Closing Date for the Offer.

Personal Information Collection Notification Statement: Westpac advises that once you become a holder of Notes, personal information about you will be held on the public register in accordance with Chapter 2C of the Corporations Act. The personal information submitted on this Application Form will be collected, used and disclosed as set out in the acknowledgement and privacy statement in Section 7.14 of the Prospectus. If some or all of the information is not collected then it might not be possible to process your Application or administer your holding. For details about the personal information handling practices of the Registrar, including collection, use, disclosure and how you may access and correct your personal information and raise privacy concerns, visit Link Market Services Limited (Link) at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact Link by phone on +61 1800 502 355 (free call within Australia), 9.00am to 5.00pm (Sydney time), Monday to Friday (excluding public holidays) to request a copy of Link’s complete privacy policy. For more information about how your personal information in connection to your holding will be collected, used and disclosed by Westpac, please see Westpac’s privacy policy, which is available on Westpac’s website at www. westpac.com.au/privacy. CORRECT FORMS OF REGISTRABLE NAME(S) ONLY legal entities or natural persons are allowed to hold Notes. Applications must be in the name(s) of natural persons or companies. At least one full given name and a surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described below.

Type of investor Correct form of registration Incorrect form of registration Individual Insert given name(s) in full, not initials Mrs Jane Mary Smith J M Smith Joint holdings Insert full and complete names Mr Peter Paul Jones & Ms Mary Ann Jones Peter Paul & Mary Ann Jones Minor (a person under the age of 18 years) Insert the name of a responsible adult with an appropriate designation Ms Mary Ann Jones Master Henry Jones Long names Mr James Peter Paul Jones-Smith Mr James P P Jones-Smith Company Insert Company’s full title, not abbreviations ABC Pty Ltd ABC P/L or ABC Co Superannuation funds Insert the name of the trustee of the fund ABC Pty Ltd ABC Pty Ltd Superannuation Fund Trusts Mr Peter Paul Jones Insert the trustee(s) personal name(s) or company name (in the case of a corporate trustee) or ABC Pty Ltd Peter Paul Jones Family Trust Partnerships Mr Peter Paul Jones & Mr James Michael Insert the partners’ personal names Jones-Smith Peter Jones & Son Clubs / Unincorporated bodies / Business names Mr Peter Paul Jones Vintage Wine Club Deceased estates Mr Peter Paul Jones & Mrs Jane Mary Insert the executor(s) personal name(s) Smith Estate of the late Harold Peter Jones

Put the name(s) of any joint Applicants and/or account description using < > as indicated above in designated spaces in C on the front of this Application Form. HOW TO COMPLETE THIS APPLICATION FORM AND MAKE YOUR APPLICATION PAYMENT A Number of Notes applied for: Enter the number of Notes you wish to apply for. The D Contact details: Enter your contact details in case we need to contact you in relation Application must be for a minimum of 50 Notes (A$5,000) and in multiples of 10 Notes to your Application. Corporate directory (A$1,000) thereafter. E CHESS Participant: If you are a CHESS participant (or are sponsored by a CHESS B Application Payment: Enter the amount of your Application Payment. To calculate the participant) and you wish to hold Notes Allocated to you (under this Application) on amount, multiply the number of Notes applied for by the Issue Price (A$100). Amounts are the CHESS sub-register, enter your CHESS Holder Identification Number (HIN). Registered Office of Westpac Joint Lead Managers in Australian dollars. Application Payments must be received by your Syndicate Broker in If your CHESS registration details are not identical, you will not be able to include any Westpac Banking Corporation Westpac Institutional Bank sufficient time for them to process your Application by the Closing Date. Notes Allocated to you on your existing CHESS HIN. Instead, you will be issued with C Registrable name(s): Enter the full name you wish to appear on your Holding Statement. an issuer-sponsored holding and allocated a unique Securityholder Reference Westpac Group Secretariat Level 2, Westpac Place This must be either your own name or the name of a company. Up to three joint Applicants Number (SRN) for any Notes Allocated to you. Once Notes have been Allotted, you Level 18, Westpac Place 275 Kent Street may register. You should refer to the table below for the correct forms of registrable names. may be able to combine your Notes holding with your existing CHESS sponsored 275 Kent Street Sydney NSW 2000 Applications using the wrong form of names may be rejected or delayed. If you supply a holdings by contacting your broker. Sydney NSW 2000 CHESS HIN, ensure that name/address details correspond exactly with your CHESS ANZ Securities Limited registration. ANZ Centre Melbourne Australian legal adviser to the Offer, Level 9, 833 Collins Street ACCEPTANCE OF THE OFFER including the Reinvestment Offer Docklands VIC 3008 By returning this Application Form and Application Payment to my/our Syndicate Broker Eligibility and selling restrictions Citigroup Global Markets Australia Pty Limited in accordance with their instructions, I/we: h) declare that each Applicant, if a natural person, is over 18 years of age; Allens Level 28, Deutsche Bank Place Level 23, Citigroup Centre Prospectus i) declare that I am/we are an Australian resident(s); Corner Hunter & Phillip Streets 2 Park Street a) acknowledge having personally received a copy of the full Prospectus (and any j) represent and warrant that I am/we are not acting for the account or benefit of any Sydney NSW 2000 supplementary or replacement document) accompanying this Application Form and person to whom it would not be lawful to make the Offer under applicable securities Sydney NSW 2000 declare that I/we have read them all in full; laws; Commonwealth Bank of Australia b) acknowledge that the information contained in the Prospectus (and any k) represent and warrant that I am/we are not in a jurisdiction in which it would not be Australian taxation adviser to the Offer, Level 21, Darling Park Tower 1 supplementary or replacement document) is not financial product or investment lawful for the Offer to be made to me/us, and that I am/we are not in the United States 201 Sussex Street advice or a recommendation that Notes are suitable for me/us, and has been and I am/we are not a US Person (and not acting for the account or benefit of a US including the Reinvestment Offer Sydney NSW 2000 prepared without taking into account my/our investment objectives, financial situation Person), and I/we will not offer, sell, deliver or transfer Notes in the United States or or particular needs; to, or for the account or benefit of, any US Person; Greenwoods & Herbert Smith Freehills E&P Corporate Advisory Pty Limited Risks Privacy ANZ Tower Level 15, 100 Pacific Highway 161 Castlereagh Street c) acknowledge that Notes are not deposit liabilities or protected accounts of Westpac l) acknowledge and declare that I/we consent to the use and disclosure of my/our North Sydney NSW 2060 for the purposes of the Banking Act or Financial Claims Scheme, are not subject to personal information by Westpac and members of the Westpac Group (and their Sydney NSW 2000 the depositor protection provisions of Australian banking legislation (including the agents, including the Registrar, on Westpac’s behalf) in the manner set out in Section Morgans Financial Limited Australian Government guarantee of certain bank deposits), and are not guaranteed 7.14 of the Prospectus; Level 29, Riverside Centre or insured by the Australian government, or any government agency or compensation Auditor 123 Eagle Street scheme of Australia or any other jurisdiction; m) authorise Westpac and the Joint Lead Managers and their respective officers or agents to do anything on my/our behalf necessary for Notes to be Allocated to me/ PricewaterhouseCoopers Brisbane QLD 4000 d) acknowledge that an investment in Notes is subject to investment risk, including us, including acting on instructions received by the Registrar upon using the contact One International Towers Sydney possible delays in payment and loss of income and principal invested, and that details provided in D on the front of this Application Form; Ord Minnett Limited Watermans Quay neither Westpac nor any member of the Westpac Group guarantees the capital value NAB House or performance of Notes or any particular rate of return; Application Form Barangaroo Level 8, 255 George Street e) acknowledge that investments in Notes are an investment in Westpac and may be n) acknowledge that once I/we submit this Application Form I/we may not modify or Sydney NSW 2000 affected by the ongoing performance and financial position and solvency of Westpac; withdraw it subject to applicable law; Sydney NSW 2000 Note Terms and Westpac’s constitution o) declare that all details and statements in this Application Form are complete and Shaw and Partners Limited accurate; Accounting Adviser f) agree to be registered as a Holder of Notes and to be bound by the terms of the Offer, Level 7, Chifley Tower the Prospectus, the Westpac Capital Notes 7 Terms and the Notes Deed Poll; p) apply for the number of Notes in the Australian dollar amount shown on the front of PricewaterhouseCoopers Securities Limited 2 Chifley Square this Application Form and agree to be issued such number of Notes or a lesser g) agree to become a member of Westpac and to be bound by the terms of Westpac’s number (or no Notes at all), as described in the Prospectus; and One International Towers Sydney Sydney NSW 2000 Constitution, if issued Ordinary Shares on Conversion; q) acknowledge that Westpac reserves the right not to accept an Application from any Watermans Quay Applicant, including where this Application Form and/or Application Payment is not Barangaroo Co-Managers Sydney NSW 2000 properly completed or submitted by the Closing Date for the Offer. Bell Potter Securities Limited Aurora Place Registrar Level 38, 88 Philip St Personal Information Collection Notification Statement: Westpac advises that once you become a holder of Notes, personal information about you will be held on the public register in Sydney NSW 2000 accordance with Chapter 2C of the Corporations Act. The personal information submitted on this Application Form will be collected, used and disclosed as set out in the acknowledgement and Link Market Services Limited privacy statement in Section 7.14 of the Prospectus. If some or all of the information is not collected then it might not be possible to process your Application or administer your holding. For Level 12, 680 George Street details about the personal information handling practices of the Registrar, including collection, use, disclosure and how you may access and correct your personal information and raise privacy concerns, visit Link Market Services Limited (Link) at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact Link by phone on +61 1800 502 355 Sydney NSW 2000 (free call within Australia), 9.00am to 5.00pm (Sydney time), Monday to Friday (excluding public holidays) to request a copy of Link’s complete privacy policy. For more information about how your personal information in connection to your holding will be collected, used and disclosed by Westpac, please see Westpac’s privacy policy, which is available on Westpac’s website at www. westpac.com.au/privacy. Arranger and Joint Lead Manager CORRECT FORMS OF REGISTRABLE NAME(S) Westpac Institutional Bank ONLY legal entities or natural persons are allowed to hold Notes. Applications must be in the name(s) of natural persons or companies. At least one full given name and a surname Level 2, Westpac Place is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described below. 275 Kent Street Sydney NSW 2000

Type of investor Correct form of registration Incorrect form of registration Individual Insert given name(s) in full, not initials Mrs Jane Mary Smith J M Smith Joint holdings Insert full and complete names Mr Peter Paul Jones & Ms Mary Ann Jones Peter Paul & Mary Ann Jones Minor (a person under the age of 18 years) Insert the name of a responsible adult with an appropriate designation Ms Mary Ann Jones Master Henry Jones Long names Mr James Peter Paul Jones-Smith Mr James P P Jones-Smith HOW TO CONTACT US Company Insert Company’s full title, not abbreviations ABC Pty Ltd ABC P/L or ABC Co Website: Superannuation funds www.westpac.com.au/westpaccapnotes7 Insert the name of the trustee of the fund ABC Pty Ltd ABC Pty Ltd Superannuation Fund Westpac Capital Notes 7 Information Line Trusts Mr Peter Paul Jones 1300 668 378 (within Australia) and Insert the trustee(s) personal name(s) or company name (in the case of a corporate trustee) or ABC Pty Ltd Peter Paul Jones Family Trust +61 1300 668 378 (from outside Australia) Partnerships Mr Peter Paul Jones & Mr James Michael (local call cost within Australia) Insert the partners’ personal names Jones-Smith Peter Jones & Son (Monday to Friday – 8.30am to 5.30pm, Sydney time) Clubs / Unincorporated bodies / Business names Mr Peter Paul Jones Vintage Wine Club Deceased estates Mr Peter Paul Jones & Mrs Jane Mary Insert the executor(s) personal name(s) Smith Estate of the late Harold Peter Jones

Put the name(s) of any joint Applicants and/or account description using < > as indicated above in designated spaces in C on the front of this Application Form.